Contribution Agreement among Avistar Systems Corporation, VCT, Inc., and VCT Stockholders

Summary

This agreement, effective March 31, 2000, is between Avistar Systems Corporation, VCT, Inc., and the holders of VCT's capital stock. Under the agreement, all VCT stockholders transfer their shares to Avistar, making Avistar the sole owner of VCT. The agreement also terminates certain prior stock purchase agreements and confirms that the former VCT stockholders relinquish all rights to VCT shares. The parties make standard representations and agree that the transaction is governed by California law.

EX-2.4 3 ex2-4.txt EX-2.4 1 EXHIBIT 2.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into and is effective as of March 31, 2000, by and between Avistar Systems Corporation, a Delaware corporation ("Avistar"), VCT, Inc., a Nevada corporation ("VCT") and the holders of capital stock of VCT listed on the signature page hereto (collectively, the "Holders" and individually, a "Holder"), with reference to the following facts: A. WHEREAS the Holders hold all of the Common Stock of VCT; B. WHEREAS the parties intend that all of the outstanding capital stock of VCT be wholly owned by Avistar; C. WHEREAS each of the parties is a beneficial owner of capital stock or options to purchase capital stock of Avistar; and D. WHEREAS for the consideration of each other Holder's contribution to capital of Avistar, each Holder desires to surrender to Avistar such Holder's interest in or right to acquire the capital stock of VCT; NOW THEREFORE, in consideration of the promises and the mutual covenants and conditions herein, the parties hereby agree as follows: 1. CANCELLATION OF INTEREST IN VCT CAPITAL STOCK. The execution of this Agreement shall act as a notice from each of the Holders to Avistar to cause each Holder's interest in the capital stock of VCT to be transferred without further consideration to Avistar and the value of such interest in the capital stock of VCT shall be a contribution to stockholders' equity of Avistar. As a result of the contribution, Avistar shall be the sole holder of all interests in and rights to acquire the capital stock of VCT. To evidence such transfer, each Holder shall execute the assignment separate from certificate in the form attached hereto as Exhibit A. 2. STOCKHOLDER RECORDS. On the effective date of this Agreement, VCT will immediately cause its stockholder register to reflect the transfer of each Holder's interest to Avistar, and Avistar shall cause its books and records, including its financial statements, to reflect the contribution of the VCT capital stock to Avistar as a additional paid in capital from the Holder. 3. EXTINGUISHMENT OF RIGHTS. On the effective date of this Agreement, each Holder will be deemed to have relinquished all of such Holder's rights in the VCT capital stock or to purchase any VCT capital stock and shall have no further right, title or interest in such. 4. TERMINATION OF RESTRICTED STOCK PURCHASE AGREEMENTS. (a) VCT waives any rights of first refusal and notice requirements set forth in the Restricted Stock Purchase Agreements between each Holder of VCT's Common Stock and VCT in connection with the contribution of the shares to Avistar as set forth in this Agreement. 2 (b) On the effective date of this Agreement, the Gerald J. Burnett and Marjorie J. Burnett Revocable Trust and VCT each agree to terminate in their entirety the Restricted Stock Purchase Agreement dated as of September 29, 1998, and further agree that none of the parties to such agreement shall have any further rights or obligations thereunder. (c) On the effective date of this Agreement, the Heinrichs Revocable Trust and VCT each agree to terminate in their entirety the Restricted Stock Purchase Agreement dated as of Restricted Stock Purchase Agreement dated as of September 29, 1998, and further agree that none of the parties to such agreements shall have any further rights or obligations thereunder. (d) On the effective date of this Agreement, William L. Campbell and VCT each agree to terminate in their entirety the Restricted Stock Purchase Agreement dated as of September 29, 1998, and further agree that none of the parties to such agreement shall have any further rights or obligations thereunder. 5. REPRESENTATIONS OF THE HOLDERS AND AVISTAR. a. Each Holder represents and warrants to Avistar, jointly and not severally, that (i) Ownership of Shares. Such Holder is the sole and lawful owner of all right, title and interest in and to all of the claims related to the shares of VCT capital stock transferred pursuant to this Agreement and that such Holder has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person whomsoever any such claim or asset. (ii) Authorization. This Agreement when executed and delivered by such Holder will constitute a valid and legally binding obligation of such Holder, enforceable in accordance with its terms subject to bankruptcy, insolvency, fraudulent conveyance, moratorium or other laws affecting creditors' rights generally and to equitable principles of general applicability. b. Avistar hereby represents and warrants to each Holder with respect to the contribution of such Holder's interest in the capital stock of VCT to Avistar as follows: (i) RULE 144. Avistar acknowledges that the capital stock of VCT must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Avistar is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about each Holder, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. (ii) NO PUBLIC MARKET. Avistar understands that no public market now exists for any of the VCT capital stock, that each Holder and VCT have made no assurances that a public market will ever exist for the capital stock of VCT and that, even if such a public market exists at -2- 3 some future time, Avistar may not then be satisfying the current public information requirements of Rule 144. (iii) AUTHORIZATION. This Agreement when executed and delivered by Avistar will constitute a valid and legally binding obligation of Avistar, enforceable in accordance with its terms subject to bankruptcy, insolvency, fraudulent conveyance, moratorium or other laws affecting creditors' rights generally and to equitable principles of general applicability. c. VCT hereby represents and warrants to each Holder with respect to the contribution of such Holder's interest in the capital stock of VCT to Avistar that this Agreement when executed and delivered by VCT will constitute a valid and legally binding obligation of VCT, enforceable in accordance with its terms subject to bankruptcy, insolvency, fraudulent conveyance, moratorium or other laws affecting creditors' rights generally and to equitable principles of general applicability. 6. MISCELLANEOUS. a. SUCCESSORS. This Agreement shall bind and inure to the benefit of the parties hereto and its respective successors and assigns. b. GOVERNING LAW. Any action or proceeding to interpret, construe or enforce this Agreement may be instituted and prosecuted only in a state court located in San Mateo county, California, or if requisite jurisdiction exists, in the United States District Court for Northern California. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of California. c. ENTIRE AGREEMENT. This Agreement and the Exhibit A hereto constitute the entire agreement of the parties and supersede all prior or contemporaneous agreements, communications, negotiations and understandings, written or oral, between the parties, regarding the subject matter hereof and thereof. d. WAIVER, MODIFICATION, OR AMENDMENT. No waiver, modification or amendment of this Agreement shall be enforceable unless in writing and executed by the party against whom such waiver, modification or amendment is claimed. e. SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired. -3- 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as the day and the year first set forth above. VCT, INC. a Nevada corporation By: --------------------------------------- Gerald J. Burnett President and Chairman of the Board of Directors AVISTAR SYSTEMS CORPORATION a Delaware corporation By: --------------------------------------- Gerald J. Burnett Chief Executive Officer "HOLDERS" GERALD J. BURNETT AND MARJORIE J. BURNETT REVOCABLE TRUST By: --------------------------------------- Gerald J. Burnett Trustee 5 HEINRICHS REVOCABLE TRUST By: --------------------------------------- R. Stephen Heinrichs Trustee WILLIAM L. CAMPBELL ------------------------------------------ -2- 6 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, I, _______________, hereby sell, assign and transfer to AVISTAR SYSTEMS CORPORATION, A DELAWARE CORPORATION, ____________________ (_________) shares of the __________ Stock of Collaboration Properties, Inc., a Nevada corporation, (the "Company") standing in my name on the books of said corporation represented by Stock Certificate Nos. __________, __________, and __________ delivered herewith, and do hereby irrevocably constitute and appoint Wilson Sonsini Goodrich & Rosati to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. Dated: Signature: ------------------------