Exhibit 10.28
RECONTRIBUTION AGREEMENT
This Recontribution 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 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 parties hereto have entered into that certain Release
Agreement of even date herewith (the "Release") pursuant to which the Founding
Stockholder released the Company and certain other parties from certain claims
the Founding Stockholder ever had, now have or hereafter can, shall or may have
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.
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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 agrees that if the Release is deemed void
or unenforceable for any reason, including, without limitation, Section 14 of
the Securities Act, the entire beneficial interest in all property and amounts
received by the Founding Stockholder in any action to rescind the Investment
(whether or not initiated by the Founding Stockholder) or otherwise received or
receivable by the Founding Stockholder as damages for failure to register the
offer and sale of Shares under the Securities Act or any state securities laws,
will be promptly paid over, conveyed and contributed by the Founding Stockholder
to the Company without the payment of any additional consideration from the
Company. Further, the Founding Stockholder 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 its Investment and for
the execution, delivery and performance by the Founding Stockholder of this
Agreement and the Release.
2. 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 Release. 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 Release 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 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.
6. The Founding Stockholder agrees that the Company, in addition to any
other remedies available to it, shall be entitled to preliminary and permanent
injunctive relief against
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any breach or threatened breach by the Founding Stockholder of this Agreement,
without having to post bond.
7. 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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