Exhibit 10.27
RELEASE AGREEMENT
This Release Agreement (the "Agreement") by and between Luminant
Worldwide Corporation, a Delaware corporation (the "Company") and
_____________________ (the "Founding Stockholder") a stockholder of
___________________________, a ________________ corporation (the "Founding
Company") is hereby entered into and effective as of the ______day of September,
1999. Unless otherwise defined herein, capitalized terms have the meanings
assigned to them in the prospectus (the "Prospectus") included in the Company's
Registration Statement on Form S-1, as amended (Registration No. 333-80161).
RECITALS
WHEREAS, in connection with the organization and formation of the
Company, as described in the Prospectus under the caption "About Luminant
Worldwide Corporation", the Founding Stockholder has agreed to acquire Common
Stock and/or Non-Voting Common Stock of the Company (the "Shares") in
consideration for the Founding Stockholder's interest in the Founding Company
(the "Investment"); and
WHEREAS, the Founding Stockholder acknowledges that the offer and sale
of Shares in connection with the Investment has not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
and applicable state securities laws but has been structured as a private
placement exempt from the registration requirements of the Securities Act and
state securities laws; and
WHEREAS, the Founding Stockholder acknowledges that if it is determined
that the offer and sale of the Shares was not part of a private placement exempt
from the registration requirements of the Securities Act and/or state securities
laws, the Founding Stockholder could be granted certain rights under federal
and/or state securities laws, including a possible right to rescind the
Investment; and
WHEREAS, the Founding Stockholder has been extended the opportunity to
rescind or terminate its obligation to acquire the Shares and the Founding
Stockholder has rejected that offer.
NOW THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Founding Stockholder hereby irrevocably releases and
discharges the Company and each of its current and former directors,
officers, employees, agents, attorneys, control persons,
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successors, assigns, representatives and affiliates (collectively, the "Company
Parties") from all manner of claims, actions, causes of action, suits, debts,
dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, claims for rescission, monetary damages, equitable or other relief,
whether class, individual or otherwise in nature, and any other demands
whatsoever, in law or equity, which the Founding Stockholder and/or its
successors and assigns ever had, now have or hereafter can, shall or may have
against any of the Company Parties on the basis that the offer and sale of
Shares in connection with the Investment was not registered or otherwise was not
made in compliance with a valid private placement exemption from the
registration requirements of the Securities Act or other federal or state
securities laws.
2. The Founding Stockholder further acknowledges and agrees that the
consideration the Founding Stockholder will receive pursuant to the acquisition
agreement by which the Company will acquire the Founding Company (the
"Acquisition Agreement"), is adequate consideration for the Investment and for
the execution, delivery and performance by the Founding Stockholder of this
Agreement and the Recontribution Agreement by and between the Company and the
Founding Stockholder of even date herewith (the "Recontribution Agreement"). The
Founding Stockholder acknowledges that the Company, the underwriters described
in the Prospectus, the other companies and businesses being acquired by the
Company (as described in the Prospectus) and their respective counsel will act
and expend substantial additional funds and efforts towards the completion of
the offering described in the Prospectus in reliance on this Agreement and the
Recontribution Agreement. The Founding Stockholder agrees to indemnify and hold
harmless all such persons against any costs, expenses or damages (including
without limitation legal fees and expenses) resulting from any breach by the
Founding Stockholder of this Agreement. All such persons will be considered to
be third party beneficiaries of this Agreement.
3. The Founding Stockholder further consents to the disclosure of this
Agreement in the Prospectus.
4. The validity, construction and enforcement of this Agreement shall
be governed by the laws of the State of Delaware without regard to the conflicts
of law provisions thereof.
5. This Agreement as well as the Recontribution Agreement supersede all
prior discussions and writings relating to the subject matter hereof and
constitute the entire agreement between the parties with respect to the subject
matter hereof provided that except for the specific matters herein, nothing set
forth in this Agreement shall alter or affect the rights of parties in the
Acquisition Agreement. No waiver or modification of this Agreement will be
binding upon either party unless made in writing and signed by a duly authorized
representative of such party and no failure or delay in enforcing any right will
be deemed a waiver.
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6. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original instrument, and all of which together will
constitute one and the same Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
LUMINANT WORLDWIDE CORPORATION
By:
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Name:
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Title:
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Name:
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