Short Form Contribution Agreement
Setting up a contribution agreement requires several steps to ensure that everything is included. Intermix Media, Inc., a Delaware Corporation (Intermix), MySpace Ventures LLC, a California Limited Liability Company (MSV) and Social Labs, LLC, a Delaware Limited Liability Company (Social Labs and with Intermix and MSV, Assignors), reject, transfer, transfer and deliver MySpace, Inc., a Delaware business (the Company), subject to and under the terms of this specific contribution agreement, dated 11 February 2005, by and between the undertaking and the transferees (the transfer agreement), all rights, title and interests of the transferees and, where applicable, the agreements listed in Annex A and have made part thereof, as well as all amendments and clarifications thereto (the contracts). A contribution agreement is a legal document defining the conditions for the transfer of an asset from one party to another, an important element of the activity. A contribution contract for a small business can cover funds for a pension account, a donation to a charity, membership in a business, even items or computer code exchanged for a fee. It must specify all parties involved, clearly describe the material, define terms or restrictions, comply with state and federal laws, and include penalties for violating the Terms. It must be signed by all parties to the transaction. A contribution agreement should contain several sections, including F. All records (including accounting records) relating to taxes paid or payable by one of the contributors or by one of their respective associated enterprises, as well as all financial and tax documents relating to the enterprise that are part of one of the main registers of contributors or one of their respective associated enterprises. CONSIDERING that the company wishes to accept by the contributors all the right, title and participation of the contributors to the contributed assets under the conditions set out in these conditions and that it issues in return (i) a) the ordinary shares of the company (the ordinary shares) and that it pays cash to each contributor and (b) issues a debt instrument in the form of investment A to social labs (which, by Social Labs, intermix (the debt instrument) and (ii) The assumption of the assumed liabilities (as defined below) will be charged.
(a) Deposits of the contributed assets are made at the offices of Latham & Watkins, LLP, 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071, on the date of this Agreement or on any other date after the date of this Agreement, as the Company and the Contributors may agree in writing by mutual agreement (Closing Date). Identify all parties to the agreement, including recipients or those with a residual interest, who may at any time attempt to influence the terms of the contribution. Use full legal names or descriptions, but add nicknames or general references to quickly identify participants. Provide the full addresses. Clearly identify the owner or officials who will sign for a small business. (d) i. Notwithstanding anything to the contrary in this Agreement, this Agreement does not constitute an agreement to transfer assets, rights or rights or benefits arising out of such or such asset or benefit where an attempted assignment, without the consent of a third party, would constitute a breach, delay, infringement or other violation of the rights of such third party; with respect to a party to an agreement relating to such an asset, right or right, or would in any way prejudice the rights of the contrifid or, in the case of a transfer, of the entity in connection with such an asset, its right or its right. . . .