INDEMNIFICATION AGREEMENT
EXHIBIT
99.1
THIS
INDEMNIFICATION AGREEMENT (the “Agreement”)
is
made as of the October 11 by and between Wyndcrest DD Holdings, Inc., with
offices at 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 (the “Issuer”),
and
Xxxxxxx Xxxxxx Xxxxxxxxx LLC, a limited liability company with offices at 000
Xxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 (“Veronis”).
Veronis
hereby consents to the inclusion by Issuer in its Registration Statement on
Form
S-1 to be filed with the Securities and Exchange Commission on or around the
October 19 (“the Filing”),
of
market data and other statements included in or derived from the “The VSS
Communications Industry Forecast 2007-2011” published by Veronis in August 2007
(the “Veronis
Material”),
subject to the terms and conditions set forth herein.
In
consideration of Veronis’s consent as set forth above, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Issuer hereby agrees:
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(a)
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that
the Veronis Material speaks as of its original publication date (and
not
as of the date of the Filing) and that the opinions expressed in
the
Veronis Material are subject to change without
notice;
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(b)
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that
Veronis shall have no liability to the Issuer for errors, omissions
or
inadequacies in the Veronis Material or for any interpretations of
the
Veronis Material;
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(c)
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that
Veronis does not assume responsibility for any third parties’ reliance on
any information contained in the Filing, including the Veronis Material;
and
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(d)
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that
Veronis is not an “expert” within the meaning of Section 509 of Regulation
S-K promulgated under the Securities Exchange Act of 1934, as
amended.
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The
Issuer agrees that if, as a result of or in connection with the Filing, the
sale
of securities pursuant to the Filing, or the inclusion of the Veronis Material
in any of the documents included in the Filing, Veronis or any of its affiliates
or any of their respective officers, directors, members, shareholders, employees
and agents (the “VSS Parties”) becomes involved or is threatened with
involvement (whether as a party or as a witness or in any other way) in any
threatened, pending, ongoing or completed claim, action, investigation, suit
or
proceeding, whether arising under Federal or state securities laws, under any
other law, statute, rule, or regulation, at common law or otherwise (an
“Action”), the Issuer shall indemnify and hold harmless each of them, to the
fullest extent permitted by law, from and against any and all losses, claims,
damages, costs, penalties, judgments, obligations, expenses or liabilities,
joint or several (collectively referred to as “Losses”) to which any of them may
become subject in that connection (including, without limitation, all costs,
fees and expenses incurred by the any of them with respect to investigating,
preparing or defending any such Action; all costs, fees and expenses incurred
by
any of them in giving testimony or furnishing documents in response to a
subpoena; all costs, fees and expenses of such counsel as Issuer may select
to
represent it, him or her in connection with the Action (which counsel must
be
reasonably acceptable to VSS); a reasonable fee for time spent by any of the
VSS
Parties as a result of the Action, and all judgments, fines and settlement
amounts paid or payable by any of them in connection with the Action which
settlement must be approved in writing in advance by the Issuer). The Issuer
promptly shall reimburse the VSS Parties for any and all Losses incurred by
the
VSS Parties arising out of or in connection with any Action, whether or not
resulting in any liability. Notwithstanding anything to the contrary here in,
Issuer shall have no obligation hereunder with respect to any Action arising
out
of any VSS Party’s gross negligence or willful misconduct.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without reference to conflict of law principles. This
Agreement shall remain in effect so long as the Filing, including any
post-effective amendment thereto, remains effective under the federal securities
laws.
Veronis
agrees to use reasonable efforts to keep this Agreement, and the contents
hereof, confidential and not to disclose same to any third party until such
time
as the Filing has been made with the SEC or November 30, 2007, whichever is
earlier.
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Xxxxxxx
Xxxxxx Xxxxxxxxx LLC
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By:
Xxxxxx Xxxxxxx
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Wyndcrest
DD Holdings, Inc.
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By:
/s/ Xxxxx Xxxxx
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000
Xxxx Xxxxxx
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Name:
Xxxxx Xxxxx
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Xxxxxx,
XX 00000
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Title:
Director of Research
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Title:
General Counsel
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Date:
10/9/2007
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Signature:
/s/ Xxxxxx Xxxxxxx
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Date:
10/9/2007
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