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RASER TECHNOLOGIES, INC. SHARE CONTRIBUTION AGREEMENT

Contribution Agreement

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RASER TECHNOLOGIES, INC

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Title: RASER TECHNOLOGIES, INC. SHARE CONTRIBUTION AGREEMENT
Date: 11/9/2006
Industry: ELECTR     Sector: TECHNO

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Share Contribution Agreement

Exhibit 10.27

RASER TECHNOLOGIES, INC.

SHARE CONTRIBUTION AGREEMENT

THIS SHARE CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 7, 2005 by and between Raser Technologies, Inc., a Utah corporation (the “Company”), and Kraig Higginson (the “Shareholder”).

WHEREAS:

A. The Company has entered into that certain Securities Purchase Agreement dated as of April 4, 2005 (the “Purchase Agreement”), pursuant to which the Company will issue and sell shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”) to the investors listed on the Schedule of Buyers attached as Exhibit A to the Purchase Agreement; and

B. It is a condition to the closing of the sale and issuance of the Series C Preferred Stock pursuant to the Purchase Agreement that the Shareholder execute and deliver this Agreement.

Agreement

NOW, THEREFORE, in consideration of the foregoing and of the covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Transfer of Shares.

(a) Contingent upon the Closing (as such term is defined in the Purchase Agreement) and subject to the terms and conditions set forth herein, the Shareholder hereby agrees to transfer to the Company up to 2,000,000 shares of the Common Stock (the “Shares”), which Shares shall be held in escrow subject to and in accordance with Section 4 below (the “Transfer”).

(b) In the event that the Company is required to issue more than 833,333 shares of Common Stock in the aggregate (the “Limit”) to effect the conversion of the outstanding shares of the Series C Preferred Stock as contemplated by the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designations”), then with respect to each conversion of Series C Preferred Stock effected pursuant to the Certificate of Designations, the Escrow Agent (as defined in Section 4 below) will transfer and deliver to the Company such number of Shares equal to the number of shares of Common Stock issuable upon such conversion of Series C Preferred Stock in excess of the Limit up to a aggregate maximum of 2,000,000 Shares.


2. Representations and Warranties Regarding the Shares. In connection with the Transfer, the Shareholder hereby represents and warrants to the Company as follows:

(a) The Shareholder has and on the date of the Transfer will have valid and unencumbered title to the Shares and full right, power and authority to enter into this Agreement and to assign, transfer and deliver the Shares on the date of the Transfer; and upon the delivery of the Shares on the date of the Transfer, the Company will acquire unencumbered title to the Shares to be delivered by the Shareholder upon the date of the Transfer.

(b) There are no contracts, agreements or understandings between the Shareholder and any person that would give rise to a valid claim with respect to the Shares.

3. Stock Splits, etc. If, from time to time during the term of this Agreement: (a) there is any stock dividend or liquidating dividend of cash or property, stock split, or other change in the character or amount of any of the outstanding securities of the Company; or (b) there is any liquidation or consolidation or merger of the Company with another corporation; then, in such event, any and all new, substituted or additional securities, or other property to which the Shareholder is entitled by reason of the Shareholder’s ownership of the Shares shall be immediately subject to this Agreement and be included in the word “Shares” for all purposes with the same force and effect as the Shares presently subject to the this Agreement. In the event of any cash dividend or liquidating distribution made with respect to the Shares, the Company may apply the amount thereof against any indebtedness owed by the Shareholder to the Company.

4. Escrow. As security for the faithful performance of the terms of this Agreement, and to ensure the availability for delivery of the Shares, the Shareholder hereby pledges and will deliver within 10 business days of the date hereof for deposit with the Secretary of the Company, or such other person designated by the Company, as escrow agent in this transaction (“Escrow Agent”), a stock assignment duly endorsed (with date and number of shares blank) in substantially the form attached hereto as Exhibit A, together with the certificate or certificates evidencing the Shares. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the following instructions of the Company and the Shareholder.

(a) In the event that the Company is required to issue a number of shares of Common Stock in excess of the Limit to effect the conversion of the outstanding shares of the Series C Preferred Stock as contemplated by the Certificate of Designations, the Shareholder and the Company hereby irrevocably authorize and direct the Escrow Agent to transfer and deliver to the Company, with respect to each conversion of Series C Preferred Stock effected pursuant to the Certificate of Designations, that number of Shares equal to the number of shares of Common Stock issuable upon such conversion of Series C Preferred Stock in excess of the Limit up to a aggregate maximum of 2,000,000 Shares.

(b) In connection with such transfer, the Escrow Agent is directed to (i) date the stock assignment necessary for the transfer in question, (ii) fill in the number of Shares necessary to be transferred, and (iii) deliver such assignment, together with the certificate or certificates evidencing the Shares to be transferred, to the Company.


(c) The Shareholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be

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