EXHIBIT 10.2
INDEMNITY AGREEMENT
This Indemnity Agreement is dated this 21st day of October, 1997 and is made
by XXXXXXX X. XXXXXX, an individual, with an address at 0000 XxxXxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Xxxxxx"), CAMELOT
HOLDINGS, INC., a ___________________________ corporation with an address of
____________________________________ ("Camelot"), and XXXXXX X. XXXXX, an
individual with an address at 0000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000 ("Xxxxx," and collectively with Xxxxxx and Camelot, the
"Indemnitors") in favor of Virtual Mortgage Network, Inc., a Nevada corporation
with an address at 0000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000 ("Company" or "Indemnitee").
Recitals
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Indemnitors are founders of the Company. Certain individuals, namely Xxxxxx
Xxxxx, Xxxxx Xxxxxx and Xxxxxxx Xxxxxxx ("Claimants"), have made claims, and
may in the future make or threaten claims, that such persons are entitled to
equity interests in the Company, damages or other relief, due to agreements,
promises, courses of dealing, inducements, breaches, representations or similar
actions or omissions of the Company and/or one or more of the Indemnitors
occurring, or alleged to have occurred, prior to the date hereof (the "Claims").
The Company has requested that the Indemnitors provide this Indemnity Agreement
for its benefit and the benefit of its existing and future stockholders.
NOW, THEREFORE, for and in consideration of the foregoing recitals and
premises set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Indemnitors hereby
agree as follows:
Indemnitors and all of their heirs, executors, administrators, successors
and assigns, shall protect, defend, indemnify and hold harmless the Indemnitee,
all of Indemnitee's past, present and future partners, officers, directors,
employees, agents and professionals employed thereby, stockholders, and all of
Indemnitee's parent corporations, subsidiaries, and affiliates, from and against
any and all claims, demands, suits, liens, proceedings, violations, losses,
costs, fines, penalties, liabilities, judgments, and/or damages and expenses of
any kind or nature whatsoever (including, without limitation, court costs and
attorneys' fees) relating to or arising from the Claims whenever brought, which
may at any time be brought or asserted by the Claimants or others asserting
Claims through the Claimants against Indemnitee, all of Indemnitee's past,
present and future partners, officers, directors, employees, agents and
professionals employed thereby, stockholders, and all of Indemnitee's parent
corporations, subsidiaries, and affiliates, in connection with, based upon, in
any way related to, or arising (directly or indirectly) from the Claims asserted
by the Claimants.
Indemnitee shall promptly notify Indemnitors of any Claims. Indemnitee may
either: (a) tender its defense of such Claims to Indemnitors, which Claims shall
then be defended by Indemnitors with legal counsel of Indemnitee's choosing,
provided that Indemnitors shall not settle any Claims without the prior written
consent of the Company (which consent shall not
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be unreasonably withheld); or (b) if the Indemnitors shall fail to defend any
Claim, retain its own legal counsel and defend against such Claims without
waiving any of Indemnitee's rights to indemnification hereunder. In either case,
the Company agrees to advance such attorneys' fees, costs and other sums as may
be reasonably necessary to defend any and all Claims that may be brought or
asserted by Claimants against Indemnitees. Indemnitors shall be obligated to
repay the Company for all such advances upon the entry of a final judgment or
settlement adjudicating and/or resolving the Claims. This Indemnity shall inure
to the benefit of and shall be binding upon the parties hereto and their
respective legal representatives, heirs, successors and assigns. Indemnitors
hereby expressly waive and relinquish any right to cause Indemnitee to proceed
against Indemnitors in any particular order.
The liability hereunder of each of the Indemnitors shall be joint and
several. The death of any one or more of the Indemnitors shall not affect this
Indemnity or the obligations hereunder of any of the Indemnitors. The respective
liabilities of each of the Indemnitors hereunder are not contingent on the
signature of any other Indemnitor. The release of any one Indemnitor from this
Indemnity or from his or her liability and obligations hereunder shall not
release any of the other Indemnitors from this Indemnity or from their
respective liabilities and obligations hereunder. This Indemnity may be executed
in counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. This Indemnity shall not be modified except with the express prior
written consent of Indemnitee, which consent may be withheld for any reason or
for no reason. The modification of this Indemnity with respect to any one
Indemnitor shall not modify this Indemnity with respect to any of the other
Indemnitors.
To secure the obligations of the Indemnitors hereunder, the Indemnitors
have entered into pledge agreements in favor of the Company, with respect to the
common stock of the Company.
This Indemnity shall be governed by and construed in accordance with the
laws of the State of California without regard to conflicts of law principles.
The parties hereto irrevocably consent and submit to the exclusive jurisdiction
of the courts of the State of California over any suit, action or proceeding
arising out of or related to this Indemnity. The parties hereto intend and
believe that each provision in this Indemnity comports with all applicable
local, state and federal laws. However, if any provision or portion of any
provision in this Indemnity is found by a court of law to be in violation of any
applicable local, state or federal ordinance, statute, law, administrative or
judicial decision or public policy, and if such court should declare such
portion or provision to be illegal, invalid, unlawful, void or unenforceable,
then it is the intent of all parties hereto that such portion or provision shall
be given force to the fullest possible extent that it is legal, valid and
enforceable, that the remainder of this Indemnity shall be construed as if such
portion or provision were not contained herein, and that the rights, obligations
and interest of the Indemnitee under the remainder of this Indemnity shall
continue in full force and effect.
Any notice, demand, request or other communication which any party hereto
may be required or may desire to give hereunder shall be in writing and shall be
deemed to have
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been properly given if delivered personally, or sent by certified mail, return
receipt requested, or by reputable air courier service, or by telecopier (with
confirmation of transmission) to the addresses first hereinabove written for
each of the parties, or to such other address as the party to be served with
notice may have furnished in writing to the party seeking or desiring to serve
notice as a place for service of notice. Notices given in any other manner shall
be deemed effective only upon receipt.
Indemnitors hereby waive, as to the Claims, all rights to be indemnified by
the Company or to protection against liability afforded the Indemnitors by
statute, contract or the Company's charter documents or bylaws to which the
Indemnitors might otherwise be entitled by virtue of their status as current or
former officers or directors of the Company.
IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as
of the date first above written.
/s/ XXXXXXX X. XXXXXX
-------------------------
XXXXXXX X. XXXXXX
CAMELOT HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
/s/ XXXXXX X. XXXXX
-------------------------
XXXXXX X. XXXXX
Agreed and Accepted:
VIRTUAL MORTGAGE NETWORK, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Xxxx Xxxxxx, President, CFO and COO
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