Exhibit
10.2
CONTRIBUTION
AGREEMENT
THIS CONTRIBUTION
AGREEMENT (“Agreement”) made as of
the 6 th day of June, 2009, by and among the undersigned
who is the holder of the Membership Interest of Sharp
Performance Associates, LLC, a Limited Liability Company
organized under the laws of Connecticut, (collectively, the
“Contributor”), and Sharp Performance, Inc. , a
Nevada 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 Sharp Performance Associates,
LLC.
R E C I T A L
S
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 5,000,000 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 5,000,000 shares of
restricted common stock (the “Shares”) 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 proceeding (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.
REPRESENTATIONS AND
WARRANTIES OF THE ISSUER. The Issuer hereby represents and
warrants to the Contributor that:
(a) The Issuer has the
corporate power and authority to enter into this Agreement. The
execution and deliv
