INDEMNITY AGREEMENT
THIS AGREEMENT made as of the 12th day of
September, 2005.
BETWEEN:
GammaCan International, Inc., a corporation incorporated under
the
State of Delaware and having a business address at 11 Ben
Gurion
Street, Givat Shmuel 54101, Israel
(the "Indemnitor")
AND:
Chaime Orlev, CFO of Indemnitor and of its Israeli subsidiary,
GammaCan Ltd. (the "Subsidiary"), of 10 HaMeyasdim St, Kiryet
Ono,
Israel
(the "Indemnitee")
WHEREAS:
A. The Indemnitee has been requested to
accept and hold a position as an officer
of the Indemnitor and the Subsidiary;
and
B. In consideration of $1.00 and other good
and valuable consideration received,
the Indemnitor has agreed to indemnify the
Indemnitee for all liability, losses,
damages, costs, charges, expenses, fines
and penalties which have been or may be
sustained by the Indemnitee as a result of
his acting as an officer of the
Indemnitor.
IN WITNESS THEREFORE that in consideration
of the premises and subject to the
conditions hereunder and in consideration
of the sum of ONE DOLLAR ($1.00) now
paid by the Indemnitee to the Indemnitor
and other good and valuable
consideration (the receipt and sufficiency
of which is hereby acknowledged by
the Indemnitor), the parties agree as
follows:
1. General Indemnity. Subject to section 4
hereof, the Indemnitor agrees to
indemnify and save the Indemnitee harmless
from and against:
(a) any
and all costs, charges, expenses, fees, damages or liabilities,
regardless
of when they arose and howsoever arising and whether arising in
law or in
equity or under statute, regulation or governmental ordinance
of
any
jurisdiction, common law or otherwise (including legal or other
professional fees), and whether incurred alone or jointly with
others,
which the
Indemnitee may suffer, sustain, incur or be required to pay
arising
out of, in connection with or incidental to any action, suit,
demand,
proceeding, investigation or claim which may be brought,
commenced,
made, prosecuted or threatened against the Indemnitee (any of
the same
hereinafter being referred to as a "Claim") for or in respect
of
any act, deed, matter or thing
done, made, permitted or in respect of any
omission
to do, make or permit any act, deed, matter or thing whatsoever
required
or desirable to do, make or permit, by the Indemnitee arising
out
of, in
connection with or incidental to the management, operations,
activities
or affairs of the Indemnitor or the exercise by the Indemnitee
of his
powers or the performance of his duties as an officer of the
Indemnitor, whether sustained or incurred by reason of his
negligence,
default,
breach of duty, failure to exercise due diligence or otherwise
in
relation
to the Indemnitor;
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(b) any
and all costs, charges, expenses, fees, damages or liabilities
which the
Indemnitee may suffer, sustain or incur or be required to pay
in
connection
with investigating, initiating, defending, preparing for,
providing
evidence in, instructing and receiving the advice of his own or
other counsel, or any
amount paid to satisfy any judgment made, fine
imposed,
damages or costs or any amount paid or liability incurred by
the
Indemnitee
to settle any Claim, or any amount of tax assessed against the
Indemnitee
in respect of any indemnity under this Agreement;
(c) that
to the extent not satisfied, paid or reimbursed by the
Indemnitor, the Indemnitor shall pay or reimburse the Indemnitee
for any
and all
costs, charges, expenses, fees or liabilities the Indemnitee
sustains,
incurs or is required to pay in or in relation to the
management, operations, activities or affairs of the Indemnitor in
the
Indemnitee's capacity as an officer of the Indemnitor, whether or
not
incurred
in connection with any Claim.
2. Specific Indemnity for Statutory
Obligations. Without limiting the generality
of the provisions of section 1 hereof and
subject to section 4 hereof, the
Indemnitor agrees to indemnify and save the
Indemnitee harmless from and against
any and all charges, costs, expenses,
penalties, assessments and liabilities
arising by operation of statute and
incurred by the Indemnitee in relation to
the management, operations, activities or
affairs of the Indemnitor in the
Indemnitee's capacity as an officer of the
Indemnitor, including but not limited
to all statutory obligations to employees,
suppliers, contractors,
subcontractors, repairers and the like and
any government or any agency or
division of any government, whether
federal, provincial, state, regional or
municipal.
3. Exclusion of Liability. Subject to
section 4 hereof, the Indemnitee, in his
capacity as an officer of the Indemnitor,
shall not be liable for:
(a) any
act, default, omission, or neglect of any other consultant,
employee,
director of the Indemnitor;
(b) any
loss or damages incurred by the Indemnitor owing to any receipt
or
act of any
consultant, employee, director of the Indemnitor in which the
Indemnitee
has concurred or joined in for conformity;
(c) any
loss or damages incurred by the Indemnitor through the
insufficiency or deficiency of title to any property acquired by
order of
the board
of directors or the officers of the Indemnitor for or on behalf
of the
Indemnitor;
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(d) the
insufficiency or deficiency of any security in or upon which
any
money of
the Indemnitor shall be invested or loaned;
(e) any
loss or damage arising from the bankruptcy, insolvency or
tortious
act of any
person with whom any money, security or effect of the
Indemnitor
shall be deposited;
(f) any
loss, conversion, misapplication or misappropriation of or any
damage
resulting from any dealings with any money, security or other
asset
belonging
to the Indemnitor;
(g) any
loss or damage occasioned by any error of judgment or oversight
on
the part
of the Indemnitee; or
(h) any
other loss, damage or misfortune whatever.
4. Limitation of Indemnity and Exclusion
from Liability. The indemnity provided
for in sections 1 and 2 hereof is subject
to the Delaware Revised Statutes, and
will be effective unless proved that:
(a) his
failure to act constituted a breach of his fiduciary duties as
officer,
and
(b) his
breach of those duties involved intentional misconduct, fraud or
a
knowing
violation of law.
5. Court Applications. The Indemnitor
represents and warrants that it will in a
timely manner take all necessary steps,
including without limitation any and all
necessary court applications, to discharge
its obligations under this Agreement.
6. Extensions, Modifications. Except as
otherwise provided herein, this
Agreement is absolute and unconditional and
the obligations of the Indemnitor
shall not be affected, discharged,
impaired, mitigated or released by any
extension of time, indulgence or
modification which the Indemnitee may extend or
make with any person making any Claim or
demand against the Indemnitee in
connection with his duty as an officer of
the Indemnitor or in respect of any
liability incurred by him as an officer of
the Indemnitor.
7. Other Rights and Remedies. The
indemnification provided by this Agreement
shall not be deemed to derogate from or
exclude any other rights to which the
Indemnitee may be entitled under any
provision of any statute or otherwise at
law.
8. Insolvency. The liability of the
Indemnitor under this Agreement shall not be
affected, discharged, impaired, mitigated
or released by reason of the discharge
or release of the Indemnitee in any
bankruptcy, insolvency, receivership or
other proceedings of creditors.
9. Multiple Proceedings. No action or
proceeding brought or instituted under
this Agreement and no recovery pursuant
thereto shall be a bar or defence to any
further action or proceeding which may be
brought under this Agreement.
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10. Modification. No modification of this
Agreement shall be valid unless the
same shall be in writing and signed by the
Indemnitor and the Indemnitee,
provided however that if the Indemnitee is
requested to or agrees to act as an
officer of any subsidiary of the
Indemnitor, the indemnity provided for herein
shall automatically be deemed to apply to
the Indemnitee acting as such, mutatis
mutandis. It is hereby clarified that on
the date hereof Indemnitee serves as
the CFO of the Subsidiary and that the
indemnity provided for herein applies to
the Indemnitee acting in such posit
