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Exhibit 10.13
INDEMNIFICATION AGREEMENT
This Indemnification Agreement dated April 15, 1998 by and between
XXXXXXXX XXXXX ("Xxxxx") and XXXXXX XXXXXXXX ("Xxxxxxxx") (collectively the
"Shareholders") and REGISTRY MAGIC INCORPORATED (the "Company").
WHEREAS, Xxxxx and Xxxxxxxx are officers, directors and principal
shareholders of the Company;
WHEREAS, the Company has initiated a lawsuit against Xx. Xxxxx Xxxxxxx
("Goldwyn"), a former executive of the Company (REGISTRY MAGIC INCORPORATED VS.
XXXXX XXXXXXX (Case No. 98- 0030046 (AO)), in the Circuit Court for Palm Beach
County, Florida (the "Lawsuit"), whose employment was terminated simultaneously
therewith;
WHEREAS, the Shareholders and the Company anticipate that the Defendant
will file a Counterclaim or otherwise seek to assert claims against the Company
in a separate proceeding based on the termination of his employment and his
relationship with the Company; and
WHEREAS, the Company is undertaking a public offering of its securities
and, as a condition to undertaking such public offering, the Shareholders are
obligated to indemnify the Company in the event Goldwyn is successful in
obtaining shares of Common Stock of the Company as part of any relief that may
be awarded to him in the Lawsuit or such separate proceeding.
NOW, THEREFORE, the parties agree as follows:
1. Xxxxx and Xxxxxxxx jointly and severally agree that, in the event
that Goldwyn is successful in obtaining an award of Common Stock as a result of
any counterclaim he may assert in the Lawsuit or in any separate lawsuit or
proceeding he may initiate, or as a result of any settlement reached by the
Company and Goldwyn in connection with the Lawsuit or such separate proceeding,
such equity claim by Goldwyn will be satisfied from the personal shareholdings
in the Company of the Shareholders.
2. Any other recoveries by Goldwyn and any expenses incurred by the
Company in conducting the Lawsuit or any separate proceeding will be borne by
the Company.
IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the above date.
/s/ Xxxxxxxx Xxxxx
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XXXXXXXX XXXXX
/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
REGISTRY MAGIC INCORPORATED, a
Florida corporation
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: President
