Exhibit 10.18
STOCK CONTRIBUTION AGREEMENT
Teletouch Communications, Inc. / TLL Partners, LLC
This STOCK CONTRIBUTION AGREEMENT (this "Agreement"), is entered into as of the
11th day of August, 2006, by and between Teletouch Communications, Inc., a
Delaware corporation ("Acquiror"), and TLL Partners, LLC, a Delaware limited
liability company ("Contributor").
BACKGROUND
WHEREAS, Contributor owns 4,200 shares of the common stock, $.10 par value per
share (the "Common Stock") of Progressive Concepts, Inc., a Texas corporation
("PCI"), which represents 100% of PCI's outstanding Common Stock;
WHEREAS, Contributor holds a majority interest in Acquiror;
WHEREAS, Contributor believes it will be in its best interest to contribute to
Acquiror its beneficial interest in all of the issued and outstanding shares of
Common Stock in PCI to Acquiror;
WHEREAS, Contributor desires to contribute 100% of its shares of Common Stock in
PCI to Acquiror, and Acquiror desires to acquire Contributor's interest in the
shares of Common Stock in PCI, pursuant to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Contributor and Acquiror, intending to be legally bound, hereby
agree as follows:
Section 1. Acquisition of Shares. Subject to the terms and conditions set forth
in this Agreement, Acquiror hereby acquires from Contributor, and Contributor
hereby contributes to Acquiror, 4,200 shares of the Common Stock of PCI,
constituting all of the capital stock of PCI (the "Contributed Shares").
Section 2. Stock Certificates. Simultaneously with the execution of this
Agreement, the Contributor hereby delivers to Acquiror the certificate
representing the Contributed Shares, duly endorsed by Contributor in blank.
Section 3. Representations and Warranties of Contributor.
In order to induce the Acquiror to enter into this Agreement and consummate the
transactions contemplated hereby, the Contributor hereby makes to the Acquiror
the representations and warranties contained in this Section 3 regarding
Contributor and PCI.
a. Due Authorization. The Contributed Shares have been duly authorized and
validly issued by PCI, and are fully paid and non-assessable. Upon transfer and
delivery of the Contributed Shares, Acquiror shall obtain full and legal title
to all of the Contributed Shares, free and clear of any lien, charge or other
encumbrance of any nature. The Contributed Shares constitute all of the capital
stock of PCI.
b. Authority. Contributor has the full right, power and authority to enter into
this Agreement and to consummate the transaction described in this Agreement.
The execution, delivery and performance of this Agreement and the contribution
and delivery of the Contributed Shares have been duly authorized by all
necessary corporate or other action of Contributor.
c. Acknowledgement. Contributor acknowledges that, as the sole shareholder of
PCI, Contributor has full and complete information and knowledge of PCI, its
financial condition, its business operations and prospects and otherwise.
d. Disclosure. Neither this Agreement nor any other documents, certificates or
instruments furnished to the Acquiror by or on behalf of