EXHIBIT 10.11
INDEMNIFICATION AGREEMENT
OF JEONG-XXXX XXX, PH.D.
This Indemnification Agreement (this "AGREEMENT") is made as of July 11,
2005 by Jeong-Xxxx Xxx, Ph.D., an individual residing in the Republic of Korea
("XX. XXX") to iCurie, Inc., a Nevada corporation (the "COMPANY"):
A. I, Xx. Xxx, hereby represent that I am the Chief Technology Officer
("CTO") of iCurie Lab Holdings, Ltd. (the "UK COMPANY") and
immediately prior to the Exchange (as defined herein), was a
majority shareholder in the UK Company.
B. I hereby acknowledge the following:
1. That as of the date hereof, (i) the Company acquired all the
stock of the UK Company from the shareholders thereof
(including myself), as more specifically set forth in that
certain Share Exchange Agreement by and among the Company, the
UK Company and certain additional parties (the "EXCHANGE"),
(ii) immediately following the Exchange, I became CTO and a
significant shareholder of the Company, and (iii) immediately
following the Exchange, the Company will issue for cash up to
$15.4 million Preferred A shares (the "OFFERING").
2. That I will gain a substantial benefit if the Offering closes.
3. That the UK Company owns an 80.2% equity interest in iCurie
Lab, Inc., a corporation formed under the laws of the Republic
of Korea ("iCurie Korea"), and that I am the Chief Executive
Officer of iCurie Korea.
4. That I have been the UK Company's sole representative in
informal discussions with the minority shareholders of iCurie
Korea (the "Minority Shareholders") to purchase their 19.8%
equity interests in iCurie Korea (the "Minority Equity").
5. That the Company's ability (directly or through the UK
Company, its wholly-owned subsidiary following the Exchange)
to acquire the Minority Equity is important to closing the
Offering.
C. Based on the foregoing, I hereby represent and warrant to the
Company that the Company (directly or through a subsidiary) will be
able to acquire all of the Minority Equity from the Minority
Shareholders for no greater than $2,200,000 USD. Furthermore, I
covenant to the Company that if the purchase price of the Minority
Equity exceeds $2,200,000 USD, then I will personally indemnify the
Company for any amount the Company pays in excess of $2,200,000 USD
to acquire the Minority Interest.
D. In furtherance of and as security for the indemnification obligation
set forth herein, I hereby pledge one million (1,000,000) common
shares of the Company owned by me as of the date hereof, as more
fully set forth in the Stock Pledge Agreement set forth as Exhibit
A.
E. I hereby acknowledge that the UK Company and the Company has relied
and will rely on my representations, warranties, and covenants in
this Agreement in preparing the Offering materials and closing the
Offering, and that this Agreement and the indemnifications
provisions set forth herein are enforceable by law against me. I
further acknowledge that, but for this Agreement, the Company will
not make any statements, representations, warranties or covenants to
the investors about the possibility, probability or feasibility of
acquiring the Minority Equity, the absence of which would
significantly affect the Offering.
"XX. XXX"
/s/ Jeong Xxxx Xxx
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Jeong-Xxxx Xxx, Ph.D., personally
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