CONTRIBUTION AND INDEMNIFICATION AGREEMENT

CONTRIBUTION AND INDEMNIFICATION AGREEMENT

This Contribution and Indemnification Agreement (this “Agreement”) is entered into as of Nov. 15, 2012 by and among Xxxxxx Xxxxx (“Xxxxx”), Xxxxxx Xxxxxxxxx (“Xxxxxxxxx”) and Xxxxxxxxxxxx.xxx, Inc., a Delaware corporation (“Grandparents”).

Reference is made to the Joint and Several Guaranty of Payment, dated as of Nov. 15, 2012 (the “Guaranty”), entered into by each of Xxxxx and Xxxxxxxxx in connection with that certain promissory note issued by Grandparents to Xxx Xxxxxx (the “Lender”) on November 15, 2012 in the original principal amount of $200,000.

The following sets forth the Agreement of the parties hereto with respect to the Guaranty:

1.          Each of the Guarantors hereby agrees that if any of the Guarantors (the “Paying Guarantor”) is required to make any payment to the Lender pursuant to the Guaranty that is greater than fifty percent (50%) of the amount then payable (“the “Guaranteed Amount”) pursuant to the Guaranty then the other Guarantor shall promptly reimburse the Paying Guarantor or Paying Guarantors so that no Guarantor has paid more than fifty percent (50%) of the Guaranteed Amount.

2.          In consideration of their entering into the Guaranty, the Company hereby agrees to indemnify each of the Guarantors and to hold each Guarantor harmless from and against, any and all claims, damages, losses, liabilities and expenses (including, without limitation any amounts paid, payable or asserted by or on behalf of the Lenders pursuant to or otherwise with respect to obligations by any of the Guarantors) which any of the Guarantors may incur or which may be asserted against the Guarantors or any of them by the Lenders or any person acting on behalf thereof, in connection with or arising out of or relating to the Guaranty or matters referred to therein.

3.          This Agreement has been delivered to and accepted by the parties hereto and will be deemed to be made in the State of New York. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES. Each party hereto hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the County of New York; provided that nothing contained in this Agreement will prevent any party hereto from bringing any action, enforcing any award or judgment or exercising any rights against such any other party hereto individually, against any security or against any property of any such other party within any other county, state or other foreign or domestic jurisdiction. Each party hereto acknowledges and agrees that the venue provided above is the most convenient forum for such party. Each party hereto waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

4.          To the extent that any party to this Agreement incurs any costs or expenses in protecting or enforcing its rights under this Agreement, including reasonable attorneys’ fees and the costs and expenses of litigation, then the prevailing party shall be entitled to reimbursement of such costs or expenses.

5.           This Agreement (including the documents and instruments referred to herein or therein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantors and the Company with respect to the subject matter hereof. No modification, amendment or waiver of, or consent to any departure by any party from, any provision of this Agreement, will be effective unless made in a writing signed by the Guarantors and the Company. This Agreement may be executed by facsimile or e-mail. Executed counterparts in electronic format, including PDF or e-mail, or facsimile are to be treated as hand-marked originals and shall be of equal import and effect as hand-marked originals and binding

Unless otherwise defined herein, all defined terms shall have the meanings ascribed thereto in the Guaranty.

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If the foregoing correctly reflects our agreement, please execute this letter agreement, in the place provided below for such purpose:

	XXXXXXXXXXXX.XXX, INC.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Vice President

Agreed to and Accepted by:

/s/ Xxxxxx Xxxxx

Xxxxxx Xxxxx

/s/ Xxxxxx Xxxxxxxxx

Xxxxxx Xxxxxxxxx

[Signature Page to Contribution and Indemnification Agreement]