|
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
Pre
| 
