G/O International, Inc.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT is made and entered into this 31st day of
July 2006 ("Agreement"), by and between G/O International , Inc., a Colorado
corporation (the "Company"), and Xxxxxx Xxxxxxx ("Indemnitee").
WHEREAS, at the request of the Company, Indemnitee has agreed to serve as a
director and officer of the Company and may, therefore, be subjected to
claims, suits or proceedings arising as a result of his service; and
WHEREAS, as an inducement to Indemnitee to continue to serve as such
director and officer, the Company has agreed to indemnify and to advance
expenses and costs incurred by Indemnitee in connection with any such claims,
suits or proceedings, to the fullest extent permitted by law; and
WHEREAS, the parties by this Agreement desire to set forth their agreement
regarding indemnification and advance of expenses;
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:
Section 1. Definitions. For purposes of this Agreement:
(a) "Change in Control" means a change in control of the Company occurring
after the Effective Date of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), whether or not the Company is
then subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if after
the Effective Date (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities without the prior approval of at least two-thirds of
the members of the Board of Directors in office immediately prior to such
person attaining such percentage interest; (ii) there occurs a proxy contest,
or the Company is a party to a merger, consolidation, sale of assets, plan of
liquidation or other reorganization not approved by at least two-thirds of the
members of the Board of Directors then in office, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iii) during any period of two consecutive years, other than as
a result of an event described in clause (a)(ii) of this Section 1,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Company's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute
at least a majority of the Board of Directors.
(b) "Corporate Status" means the status of a person who is or was a
director, trustee, officer, employee or agent of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise for which such person is or was serving at the request of the
Company.
(c) "Disinterested Director" means a director of the Company who is not and
was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.
(d) "Effective Date" means the date set forth in the first paragraph of
this Agreement.
(e) "Expenses" shall include all reasonable and out-of-pocket attorneys'
fees, retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding.
(f) "Independent Counsel" means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and neither is, nor in the past
five years has been, retained to represent: (i) the Company or Indemnitee in
any matter material to either such party, or (ii) any other party to or
witness in the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's rights
under this Agreement. If a Change in Control has not occurred, Independent
Counsel shall be selected by the Board of Directors, with the approval of
Indemnitee, which approval will not be unreasonably withheld. If a Change in
Control has occurred, Independent Counsel shall be selected by Indemnitee,
with the approval of the Board of Directors, which approval will not be
unreasonably withheld.
(g) "Proceeding" includes any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal,
administrative or investigative (including on appeal), except one pending or
completed on or before the Effective Date, unless otherwise specifically
agreed in writing by the Company and Indemnitee.
Section 2. Services by Indemnitee. Indemnitee will serve as a director and
officer of the Company. However, this Agreement shall not impose any
obligation on Indemnitee or the Company to continue Indemnitee's service to
the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.
Section 3. Indemnification-General. The Company shall indemnify, and
advance Expenses to, Indemnitee (a) as provided in this Agreement and (b)
otherwise to the fullest extent permitted by Colorado law in effect on the
date hereof and as amended from time to time; provided, however, that no
change in Colorado law shall have the effect of reducing the benefits
available to Indemnitee hereunder based on Colorado law as in effect on the
date hereof. The rights of Indemnitee provided in this Section 3 shall
include, without limitation, the rights set forth in the other sections of
this Agreement, including any additional indemnification permitted by Article
109 of the "Colorado Business Corporation Act" ("CBCA").
Section 4. Proceedings Other Than Proceedings by or in the Right of the
Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4 if, by reason of his/her Corporate Status, he/she
is, or is threatened to be, made a party to or a witness in any Proceeding,
other than a Proceeding by or in the right of the Company. Pursuant to this
Section 4, Indemnitee shall be indemnified against all judgments, penalties,
fines and amounts paid in settlement and all Expenses actually and reasonably
incurred by him/her or on his/her behalf in connection with a Proceeding by
reason of his/her Corporate Status unless it is established that (i) the act
or omission of Indemnitee was material to the matter giving rise to the
Proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate dishonesty, (ii) Indemnitee actually received an improper
personal benefit in money, property or services, or (iii) in the case of any
criminal Proceeding, Indemnitee had reasonable cause to believe that his
conduct was unlawful.
Section 5. Proceedings by or in the Right of the Company. Indemnitee shall
be entitled to the rights of indemnification provided in this Section 5 if, by
reason of his/her Corporate Status, he/she is, or is threatened to be, made a
party to or a witness in any Proceeding brought by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 5,
Indemnitee shall be indemnified against all amounts paid in settlement and all
Expenses actually and reasonably incurred by him/her or on his/her behalf in
connection with such Proceeding unless it is established that (i) the act or
omission of Indemnitee was material to the matter giving rise to such a
Proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate dishonesty or (ii) Indemnitee actually received an improper
personal benefit in money, property or services.
Section 6. Court-Ordered Indemnification. Notwithstanding any other
provision of this Agreement, a court of appropriate jurisdiction, upon
application of Indemnitee and such notice as the court shall require, may
order indemnification in the following circumstances:
(a) if it determines Indemnitee is entitled to reimbursement under Section
0-000-000 of the CBCA, the court shall order indemnification, in which case
Indemnitee shall be entitled to recover the expenses of securing such
reimbursement; or
(b) if it determines that Indemnitee is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not
Indemnitee (i) has met the standards of conduct set forth in Section 0-000-000
of the CBCA or (ii) has been adjudged liable for receipt of an improper
personal benefit under 7-109-102(4)(b) of the CBCA, the court may order such
indemnification as the court shall deem proper. However, indemnification with
respect to any Proceeding by or in the right of the Company or in which
liability shall have been adjudged in the circumstances described in Section
7-109-102(4)(b) of the CBCA shall be limited to Expenses actually and
reasonably incurred by him/her or on his/her behalf in connection with a
Proceeding.
Section 7. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee is, by reason of
his/her Corporate Status, made a party to and is successful, on the merits or
otherwise, in the defense of any Proceeding, he/she shall be indemnified for
all Expenses actually and reasonably incurred by him/her or on his/her behalf
in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company
shall indemnify Indemnitee under this Section 7 for all Expenses actually and
reasonably incurred by him/her or on his/her behalf in connection with each
successfully resolved claim, issue or matter, allocated on a reasonable and
proportionate basis. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to
such claim, issue or matter.
Section 8. Advance of Expenses. The Company shall advance all reasonable
Expenses actually and reasonably incurred by or on behalf of Indemnitee in
connection with any Proceeding (other than a Proceeding brought to enforce
indemnification under this Agreement, applicable law, the Charter or Bylaws of
the Company, any agreement or a resolution of the stockholders entitled to
vote generally in the election of directors or of the Board of Directors) to
which Indemnitee is, or is threatened to be, made a party or a witness, within
ten days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances from time to time, whether
prior to or after final disposition of such Proceeding. Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee and
shall include or be preceded or accompanied by a written affirmation by
Indemnitee of Indemnitee's good faith belief that the standard of conduct
necessary for indemnification by the Company as authorized by law and by this
Agreement has been met and a written undertaking by or on behalf of
Indemnitee, in substantially the form attached hereto as Exhibit A or in such
form as may be required under applicable law as in effect at the time of the
execution thereof, to reimburse the portion of any Expenses advanced to
Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been
met and which have not been successfully resolved as described in Section 7.
To the extent that Expenses advanced to Indemnitee do not relate to a specific
claim, issue or matter in the Proceeding, such Expenses shall be allocated on
a reasonable and proportionate basis. The undertaking required by this Section
8 shall be an unlimited general obligation by or on behalf of Indemnitee and
shall be accepted without reference to Indemnitee's financial ability to repay
such advanced Expenses and without any requirement to post security therefor.
Section 9. Procedure for Determination of Entitlement to Indemnification.
(a) To obtain indemnification under this Agreement, Indemnitee shall submit
to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Directors
in writing that Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for indemnification pursuant to the
first sentence of Section 9(a) hereof, a determination, if required by
applicable law, with respect to Indemnitee's entitlement thereto shall
promptly be made in the specific case: (i) if a Change in Control shall have
occurred, by Independent Counsel in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a
Change of Control shall not have occurred, (A) by the Board of Directors (or a
duly authorized committee thereof) by a majority vote of a quorum consisting
of Disinterested Directors (as herein defined), or (B) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee, or (C) if so directed by a majority of
the members of the Board of Directors, by the stockholders of the Company. If
it is so determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten days after such determination. Indemnitee
shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee's entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request
any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination in the discretion of the Board of
Directors or Independent Counsel if retained pursuant to clause (ii)(B) of
this Section 9. Any Expenses actually and reasonably incurred by Indemnitee in
so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to
Indemnitee's entitlement to indemnification) and the Company shall indemnify
and hold Indemnitee harmless therefrom.
Section 10. Presumptions and Effect of Certain Proceedings.
(a) In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 9(a) of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
of any determination contrary to that presumption.
(b) The termination of any Proceeding by judgment, order, settlement,
conviction, a plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, does not create a presumption that
Indemnitee did not meet the requisite standard of conduct described herein for
indemnification.
Section 11. Remedies of Indemnitee.
(a) If (i) a determination is made pursuant to Section 9 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advance of Expenses is not timely made pursuant to Section 8 of this
Agreement, (iii) no determination of entitlement to indemnification shall have
been made pursuant to Section 9(b) of this Agreement within 90 days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 7 of this Agreement within ten
days after receipt by the Company of a written request therefor, or (v)
payment of indemnification is not made within ten days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall
be entitled to an adjudication in an appropriate court located in the State of
Colorado of his/her entitlement to such indemnification or advance of
Expenses. Alternatively, Indemnitee, at his/her option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 11(a); provided, however,
that the foregoing clause shall not apply to a proceeding brought by
Indemnitee to enforce his/her rights under Section 7 of this Agreement.
(b) In any judicial proceeding or arbitration commenced pursuant to this
Section 11 the Company shall have the burden of proving that Indemnitee is not
entitled to indemnification or advance of Expenses, as the case may be.
(c) If a determination shall have been made pursuant to Section 9(b) of
this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 11, absent a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make
Indemnitee's statement not materially misleading, in connection with the
request for indemnification.
(d) In the event that Indemnitee, pursuant to this Section 11, seeks a
judicial adjudication of or an award in arbitration to enforce his/her rights
under, or to recover damages for breach of, this Agreement, Indemnitee shall
be entitled to recover from the Company, and shall be indemnified by the
Company for, any and all Expenses actually and reasonably incurred by him/her
in such judicial adjudication or arbitration. If it shall be determined in
such judicial adjudication or arbitration that Indemnitee is entitled to
receive part but not all of the indemnification or advance of Expenses sought,
the Expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.
Section 12. Defense of the Underlying Proceeding.
(a) Indemnitee shall notify the Company promptly upon being served with or
receiving any summons, citation, subpoena, complaint, indictment, information,
notice, request or other document relating to any Proceeding which may result
in the right to indemnification or the advance of Expenses hereunder;
provided, however, that the failure to give any such notice shall not
disqualify Indemnitee from the right, or otherwise affect in any manner any
right of Indemnitee, to indemnification or the advance of Expenses under this
Agreement unless the Company's ability to defend in such Proceeding or to
obtain proceeds under any insurance policy is materially and adversely
prejudiced thereby, and then only to the extent the Company is thereby
actually so prejudiced.
(b) Subject to the provisions of the last sentence of this Section 12(b)
and of Section 12(c) below, the Company shall have the right to defend
Indemnitee in any Proceeding which may give rise to indemnification hereunder;
provided, however, that the Company shall notify Indemnitee of any such
decision to defend within 15 calendar days following receipt of notice of any
such Proceeding under Section 12(a) above. The Company shall not, without the
prior written consent of Indemnitee, which shall not be unreasonably withheld
or delayed, consent to the entry of any judgment against Indemnitee or enter
into any settlement or compromise which (i) includes an admission of fault of
Indemnitee or (ii) does not include, as an unconditional term thereof, the
full release of Indemnitee from all liability in respect of such Proceeding,
which release shall be in form and substance reasonably satisfactory to
Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by
Indemnitee under Section 11 above or Section 18 below.
(c) Notwithstanding the provisions of Section 12(b) above, if in a
Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate
Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel
approved by the Company, which approval shall not be unreasonably withheld,
that he/she may have separate defenses or counterclaims to assert with respect
to any issue which may not be consistent with other defendants in such
Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of
counsel approved by the Company, which approval shall not be unreasonably
withheld, that an actual or apparent conflict of interest or potential
conflict of interest exists between Indemnitee and the Company, or (iii) if
the Company fails to assume the defense of such Proceeding in a timely manner,
Indemnitee shall be entitled to be represented by separate legal counsel of
Indemnitee's choice, subject to the prior approval of the Company, which shall
not be unreasonably withheld, at the expense of the Company. In addition, if
the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to
declare this Agreement void or unenforceable, or institutes any Proceeding to
deny or to recover from Indemnitee the benefits intended to be provided to
Indemnitee hereunder, Indemnitee shall have the right to retain counsel of
Indemnitee's choice, subject to the prior approval of the Company, which shall
not be unreasonably withheld, at the expense of the Company (subject to
Section 11(d)), to represent Indemnitee in connection with any such matter.
Section 13. Non-Exclusivity; Survival of Rights; Subrogation; Insurance.
(a) The rights of indemnification and advance of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Charter or
Bylaws of the Company, any agreement or a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board of
Directors, or otherwise. No amendment, alteration or repeal of this Agreement
or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such
Indemnitee in his/her Corporate Status prior to such amendment, alteration or
repeal.
(b) In the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.
(c) The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable or payable or reimbursable as
Expenses hereunder if and to the extent that Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement or
otherwise.
Section 14. Insurance. The Company will use its reasonable best efforts to
acquire directors and officers liability insurance (or "D&O" insurance), on
terms and conditions deemed appropriate by the Board of Directors of the
Company, with the advice of counsel, that includes coverage for Indemnitee or
any claim made against Indemnitee for service as a director or officer of the
Company, and coverage for the Company for any indemnification or advance of
Expenses made by the Company to Indemnitee for any claims made against
Indemnitee for service as a director or officer of the Company. Without in any
way limiting any other obligation under this Agreement, the Company shall
indemnify Indemnitee for any payment by Indemnitee of (a) any deductible or
retention that may apply to Indemnitee under any D&O insurance policy, or (b)
any payment that may be due by Indemnitee in the event of exhaustion of the
total limits of available coverage under all D&O insurance purchased by the
Company.
Section 15. Indemnification for Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is or may be,
by reason of his/her Corporate Status, a witness in any Proceeding, whether
instituted by the Company or any other party, and to which Indemnitee is not a
party but in which the Indemnitee receives a subpoena to testify, he/she shall
be advanced all reasonable Expenses and indemnified against all Expenses
actually and reasonably incurred by him/her or on his/her behalf in connection
therewith.
Section 16. Duration of Agreement; Binding Effect.
(a) The indemnification and advance of Expenses provided by, or granted
pursuant to, this Agreement shall be binding upon and be enforceable by the
parties hereto and their respective successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, trustee,
officer, employee or agent of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person is or was serving at the written request of the Company, and
shall inure to the benefit of Indemnitee and his/her spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.
(b) The Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.
Section 17. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b)
to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested thereby.
Section 18. Exception to Right of Indemnification or Advance of Expenses.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be
entitled to indemnification or advance of Expenses under this Agreement with
respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is
brought to enforce indemnification under this Agreement, and then only to the
extent in accordance with and as authorized by Section 11 of this Agreement,
or (b) the Company's Bylaws, as amended, the Charter, a resolution of the
stockholders entitled to vote generally in the election of directors or of the
Board of Directors or an agreement approved by the Board of Directors to which
the Company is a party expressly provide otherwise.
Section 19. Identical Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same
Agreement. One such counterpart signed by the party against whom
enforceability is sought shall be sufficient to evidence the existence of this
Agreement.
Section 20. Headings. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.
Section 21. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.
Section 22. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:
(a) If to Indemnitee, to: The address set forth on the signature page
hereto.
(b) If to the Company to:
G/O International, Inc.
00000 Xxxxxxxxx
Xxxxxxx, Xxxxx
or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be.
Section 23. Governing Law. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Colorado, without regard to its conflicts of laws rules.
Section 24. Miscellaneous. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
ATTEST: G/O International, Inc., a Colorado corporation
By:/s/Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
WITNESS: INDEMNITEE
/s/Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Address: 00000 Xxxxxxxxx Xx., Xxxxxxx, Xx 00000
EXHIBIT A
FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED
The Board of Directors of G/O International, Inc.
Re: Undertaking to Repay Expenses Advanced
Ladies and Gentlemen:
This undertaking is being provided pursuant to that certain Indemnification
Agreement dated the 31st day of July, 2006, by and between G/O International,
Inc. (the "Company") and the undersigned Indemnitee (the "Indemnification
Agreement"), pursuant to which I am entitled to advance of expenses in
connection those proceedings set forth in Schedule A hereto] (the
"Proceeding").
Terms used herein and not otherwise defined shall have the meanings
specified in the Indemnification Agreement.
I am subject to the Proceeding by reason of my Corporate Status or by
reason of alleged actions or omissions by me in such capacity. I hereby affirm
that at all times, insofar as I was involved as [a director] [an officer] of
the Company, in any of the facts or events giving rise to the Proceeding, I
(1) acted in good faith and honestly, (2) did not receive any improper
personal benefit in money, property or services and (3) in the case of any
criminal proceeding, had no reasonable cause to believe that any act or
omission by me was unlawful.
In consideration of the advance of Expenses by the Company for reasonable
attorneys' fees and related expenses incurred by me in connection with the
Proceeding (the "Advanced Expenses"), I hereby agree that if, in connection
with the Proceeding, it is established that (1) an act or omission by me was
material to the matter giving rise to the Proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty or (2) I
actually received an improper personal benefit in money, property or services
or (3) in the case of any criminal proceeding, I had reasonable cause to
believe that the act or omission was unlawful, then I shall promptly reimburse
the portion of the Advanced Expenses relating to the claims, issues or matters
in the Proceeding as to which the foregoing findings have been established and
which have not been successfully resolved as described in Section 7 of the
Indemnification Agreement. To the extent that Advanced Expenses do not relate
to a specific claim, issue or matter in the Proceeding, I agree that such
Expenses shall be allocated on a reasonable and proportionate basis.
IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on
this 31st day of July, 2006.
WITNESS
/s/
Print Name /s/
Print Name
