GLOBAL ACQUISITION, INC.
0000 X. Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxx X. Xxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Re: Indemnity Agreement delivered as a condition precedent
to that certain Agreement and Plan of Merger by and
between Global Acquisition, Inc., a Colorado
corporation ("Global Acquisition"); a wholly-owned
subsidiary corporation to be formed by Global
Acquisition under the laws of the State of Nevada to
be named "Global Acquisition Subsidiary, Inc."
("Global Acquisition Subsidiary"); Oak Ridge Micro-
Energy, Inc., a Nevada corporation ("Oak Ridge"); and
the person listed in Exhibit A hereof, who is the sole
owner of record of all of the outstanding securities
of Oak Ridge (the "Oak Ridge Stockholder"), as
provided in Section 1.13 thereof (the "Merger
Agreement")
Dear Xx. Xxxxx:
WHEREAS, Oak Ridge has entered into an Option Agreement (the
"Option") effective January 1, 2002, with UT-Battelle, LLC, a limited
liability company organized and existing under the laws of the State of
Tennessee, to enter into a non-exclusive Patent License Agreement to certain
U.S. patents and U.S. patent applications, a copy of which is attached hereto
and incorporated herein by reference as Exhibit A; and
WHEREAS, all of the parties to the Plan are aware that substantial
funding is required in order to acquire the license or licenses covered by the
said Option and to develop the products so licensed, and that the sole
responsibility for raising these funds shall be that of Global Acquisition;
and
WHEREAS, the parties understand that the expertise of Xxxx X.
Xxxxx, the sole director and executive officer of Oak Ridge, shall be
significant in the development of any commercial or economic uses of the
technology covered by the license or licenses, subject to the ability of
Global Acquisition to obtain the necessary funding; and
WHEREAS, all parties understand that any entity having the
wherewithal and funding may acquire similar non-exclusive license or licenses
to the technology as that granted to Oak Ridge; and
WHEREAS, the parties are aware that Xx. Xxxxx was formerly
affiliated with MicroBattery, Inc. ("MicroBattery") and Xxxxxxx X. Xxxx
pursuant to which Xx. Xxxx was to be solely responsible for obtaining the
necessary funding to acquire the license or licenses and to commercially and
economically develop the technology that may be subsequently acquired by Oak
Ridge by the license or licenses under the aforesaid Option to Oak Ridge,
which he failed to do; and
WHEREAS, MicroBattery and Xx. Xxxx have advised Xx. Xxxxx that
they believe they have a claim against Xx. Xxxxx and/or Oak Ridge in respect
thereof; and
WHEREAS, none of the parties believe that MicroBattery and/or Xx.
Xxxx have any claim against Xx. Xxxxx, the license or licenses and/or the
technology that is the subject of the aforesaid Option by virtue of the fact
that they may obtain their own non-exclusive license to such technology and
commercially and economically develop the technology, only without the aide
and expertise of Xx. Xxxxx; and
WHEREAS, Global Acquisition, as a condition to the Plan, intends
to indemnify and hold Xx. Xxxxx and Oak Ridge harmless from and against any
and all claims of MicroBattery and Xx. Xxxx in this respect;
NOW, THEREFORE,
In consideration of your completing the above referenced Merger
Agreement as the President, sole director and executive officer and sole
stockholder of Oak Ridge, Global Acquisition, by and through the undersigned
officer, duly authorized, agrees to the indemnify and hold you and Oak Ridge
harmless from and against any claims of Xxxxxxx X. Xxxx and/or MicroBattery,
Inc. that are in any way related to the UT-Battelle LLC "thin film battery"
technology. This indemnity includes all costs and expenses of defending any
action or proceeding brought by MicroBattery or Xx. Xxxx against you or Oak
Ridge; provided, however, Global Acquisition will have the sole right, power
and authority to defend any such action, with your aid and assistance, and to
settle or compromise any such claim or action at its sole cost and expense.
Global Acquisition, Inc.
Date: 1/15/02 By/s/Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, President
