Exhibit 10.2
CONTRIBUTION
AGREEMENT
THIS CONTRIBUTION
AGREEMENT (“Agreement”) made on
this 8 th day of April, 2008, by and among the
undersigned party, who holds the Membership Interest of Hammond
Associates LLC, a Limited Liability Company organized under the
laws of Connecticut, (the “Contributor”), and Hammond
Consultant Associates, Inc., a Delaware corporation
(“Issuer”).
The following terms
shall have the specified definitions, unless the context otherwise
requires:
“Membership
Interest” shall mean one hundred percent (100%) of the
membership interest in Hammond Associates, LLC.
RECITALS
A.
The Contributor is the
owner of good and marketable title to the Membership Interest, free
and clear of all liens, pledges and encumbrances and Contributor
wishes to contribute the Membership Interest to Issuer as of the
date of this Agreement (the “Assigned Interest”) in
return for 2,000,000 shares of the capital stock of the Issuer
representing one hundred percent (100%).
B.
The parties hereto
intend that such contribution shall be a tax-free contribution
pursuant to Section 351 of the Internal Revenue Code.
NOW,
THEREFORE, for and in consideration of the
premises and the mutual agreement contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1.
As of the date of this
Agreement, Contributor hereby transfers and contributes the
Assigned Interest to Issuer, in return for 2,000,000 shares of
restricted common stock from Issuer.
2.
REPRESENTATIONS AND
WARRANTIES OF THE CONTRIBUTOR. The Contributor represents and
warrants to the Issuer that:
(a) Contributor has the
power and authority to enter into this Agreement, and to perform
its obligations hereunder. The execution and delivery by the
Contributor of this Agreement and the consummation by the
Contributor of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Contributor.
This Agreement has been duly executed and delivered by the
Contributor and constitutes valid and binding obligation of the
Contributor enforceable against it in accordance with its terms,
subject to the effects of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
creditors’ rights generally and to the application of
equitable principles in any preceding (legal or
equitable).
(b) To the actual
knowledge of the Contributor, the execution, delivery and
performance by the Contributor of this Agreement, and the
consummation of the Transaction contemplated hereby, do not and
will not breach or constitute a default under any applicable law or
regulation or of any agreement, judgment, order decree or other
instrument binding on the Contributor.
(c) The Contributor is
the owner of good and marketable title to the Assigned Interest,
free and clear of all liens, pledges and encumbrances.
3.
REP
