EXHIBIT 10.15
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT is made as of May 15, 1998 by and among Marktech
International Inc., a Delaware corporation ("HMC Inc. Delaware"), Hospitality
Marketing Consultants, LLC, a California limited liability company ("HMC
LLC"), Mokhtar Ramadan, Marwan Ramadan, Fadi Ramadan and Sandra Case
(collectively, the "Principals"), with reference to the following facts:
A. The Principals own all of the issued and outstanding shares of HMC Inc.
Delaware and all of the membership interests in HMC LLC.
B. The Principals are also the beneficial owners of all of the equity
interests in the foreign entities which are listed on Exhibit "A", attached
hereto and incorporated herein by reference, except for Hospitality Marketing
Concepts [Poland] Sp.zoo. ("HMC Poland"), a business entity organized in
Poland of which the Principals beneficially own 84% of the equity interests
(such foreign entities to be referred to collectively as the "Foreign
Entities").
C. Hospitality Marketing Concepts (International) Ltd. ("HMC UK
International") is the record and beneficial owner of all of the equity
interests in Hospitality Marketing Concepts Espana ("HMC Spain"), a business
entity organized in Spain, and Hospitality Marketing Concepts Italia S.R.L.
("HMC Italy"), a business entity organized in Italy.
D. The Principals are the beneficial owners of all of the capital stock of
Hospitality Marketing Concepts, Inc., a California corporation ("HMC
California"), record ownership of which is held equally by Mokhtar, Fadi and
Marwan Ramadan.
E. The Principals are also beneficial owners of all of the equity interests
in dormant business entities organized in Brazil and the Philippines
(collectively, the "Dormant Entities") and are currently in the process of
organizing an entity in the Peoples Republic of China to be called HMC
Consulting (Shanghai) Co., Ltd. (the "Chinese Entity").
F. HMC LLC, HMC Inc. Delaware, HMC California and all of the Foreign
Entities except for the Dormant Entities are engaged in similar and closely
related business operations.
G. Pursuant to the Agreement of the Principals, notwithstanding the fact
that record title to HMC California and certain of the Foreign Entities is
held by some, but not all, of the Principals, such record holders hold the
equity interests for the benefit of all of the Principals, with beneficial
ownership of HMC California and such Foreign Entities held 31-2/3% by each of
Mokhtar, Fadi and Marwan Ramadan, and 5% by Sandra Case.
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H. The Principals desire that HMC Inc. Delaware complete an initial public
offering of its shares (the "IPO"). In preparation for the IPO, the
Principals have agreed to the transactions provided for in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Each of the Principals agrees to contribute all of the equity
interests now or hereafter beneficially owned by him or her in HMC
California, HMC China and each of the Foreign Entities, other than HMC UK
International, to HMC LLC, and HMC LLC agrees to accept each such
contribution. Each such contribution shall be made as soon as possible
hereafter as permitted by applicable local law.
2. Each of the Principals agrees to contribute all of his or her
equity interests in HMC UK International to Hospitality Marketing Concepts
(Holdings) Limited ("Holdings"), a business entity organized in the United
Kingdom. Such contribution shall be made as soon as possible but in no event
later than July 1, 1998. As a result of such contribution, HMC UK
International will be wholly owned by Holdings. Each of the Principals
further agrees to cause all appropriate action to be taken by HMC UK
International and Holdings to cause HMC UK International to transfer all of
its equity interests in HMC Spain and HMC Italy to Holdings. Each of the
Principals further agrees to take all necessary action, following the
distribution of the interests in HMC Spain and HMC Italy from HMC UK
International to Holdings, to further cause HMC UK International to be
liquidated and dissolved. As a result of these transactions, HMC Spain and
HMC Italy will be wholly owned by Holdings, which currently is and will
remain wholly owned by HMC LLC.
3. Each of the Principals agrees to cause all of his or her equity
interests in HMC Poland to be transferred to HMC LLC made as soon as possible
as permitted by applicable local law; provided, however, that such transfer
may be structured other than as a transfer of equity interests, such as, for
example, by recapitalization or asset transfer, if necessary or convenient to
accommodate tax or accounting considerations.
4. Each of the Principals agrees to take all actions necessary or
appropriate to transfer to HMC LLC record title of all capital stock of HMC
California and all equity interests in the Foreign Entities.
5. Each of the Principals agrees to take all actions necessary or
appropriate to wind up and dissolve each of the Dormant Entities.
6. Each of the Principals agrees to take all actions necessary or
appropriate to cause HMC LLC to be merged with and into HMC Inc. Delaware,
with HMC Inc. Delaware as the surviving business entity, effective
immediately before or concurrent with the closing of the IPO.
7. Each of the undersigned agrees to execute and deliver such
additional documents
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and instruments and to perform such additional acts as may be necessary or
appropriate to effectuate all of the terms, provisions and conditions of this
Agreement and the transactions contemplated hereby.
8. All amendments to this Agreement must be in writing and signed by
all of the parties hereto.
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and
the same instrument.
10. This Agreement shall be construed and governed by the internal laws
of the State of California and the United States of America.
IN WITNESS WHEREOF the parties have executed this Contribution Agreement
effective as of the date first above written.
"HMC INC. DELAWARE"
Marktech International Inc.
a Delaware corporation
By:_____________________________
Its:_________________________
"HMC LLC"
Hospitality Marketing Concepts LLC,
a California limited liability company
By:_____________________________
Its:_________________________
"PRINCIPALS"
________________________________
Mokhtar Ramadan
[SIGNATURES CONTINUED ON PAGE 4]
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________________________________
Marwan Ramadan
________________________________
Fadi Ramadan
________________________________
Sandra Case
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EXHIBIT A
NAME OF ENTITY COUNTRY OR STATE RECORD TITLE
-------------- ---------------- ------------
Hospitality Marketing California Mokhtar Ramadan-3331/3 shares
Concepts, Inc. Fadi Ramadan-3331/3 shares
Marwan Ramadan-3331/3 shares
HMC-International Canada Mokhtar Ramadan-1000 shares
Marketing Concepts Inc. Fadi Ramadan-1000 shares
Marwan Ramadan-1000 shares
Hospitality Marketing Colombia Mokhtar Ramadan-26 shares
Concepts de Colombia Fadi Ramadan-26 shares
S.A. Marwan Ramadan-26 shares
Sandra Case-2 shares
Hospitality Marketing
Consultants, LLC-92 shares
Hostellery Company for Lebanon Mohamad Jawad Asfahani - 100
Tourism and Marketing Mohsen Jawad Asfahani - 10
s.a.r.l. Aida Mahmoud Rifahi - 10
Hospitality Marketing Poland Mokhtar Ramadan - 21 shares
Concepts [Poland] Fadi Ramadan - 21 shares
Sp.zoo. Marwan Ramadan-21 shares
Christopher Feeney - 13 shares
Sandra Case - 4 shares
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NAME OF ENTITY COUNTRY OR STATE RECORD TITLE
-------------- ---------------- ------------
Hospitality Marketing United Kingdom Mokhtar Ramadan - 38 ordinary shares
Concepts (International) Fadi Ramadan - 38 ordinary shares
Ltd. Marwan Ramadan - 38 ordinary shares
Sandra Case - 6 ordinary shares
Hospitality Marketing
Concepts Limited United Kingdom Mokhtar Ramadan - 1 ordinary share
Sandra Case - 1 ordinary share
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