Exhibit 10.2
flexSCAN, Inc.
27201 Puerta Real, Suite 350
Mission Viejo, CA 92691
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Attention:
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Thomas Banks, President and CEO
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Fuel Corporation of America
1608 W. 2225 South
Woods Cross, Utah 84087
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Re:
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Indemnity Agreement that is Exhibit D to the
Agreement and Plan of Merger (“Merger Agreement”),
among flexSCAN, Inc., a Delaware corporation
(“flexSCAN”); Fuel Corporation of America, a Nevada
corporation (“FCA” or the “Company”); and a
newly formed Delaware corporation that is a wholly-owned subsidiary
of FCA (“Merger Sub”), and payment of the sum of
$550,000 to Tryant LLC, a Delaware limited liability company
(“Tryant”)
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Gentlemen:
In partial consideration of the closing of the
Reorganization Agreement and the delivery of this Indemnity
Agreement, for the sum of $550,000 to be paid by flexSCAN and/or
FCA to Tryant, $25,000 of which has already been deposited into the
Trust Account of Leonard W. Burningham, Esq., counsel for FCA,
payable as follows: $325,000 on the Closing of the Merger Agreement
(as defined therein), which includes the $25,000 presently on
deposit in the Trust Account of counsel for FCA; and $225,000
pursuant to the attached Promissory Note of FCA and flexSCAN.
Subject to payment of
the foregoing amounts when the same shall become due, Tryant agrees
to pay and indemnify the Company and flexSCAN with respect to any
and all past liabilities of any type or nature whatsoever of the
Company existing at or arising out of any act or occurrence prior
to the Closing of the Merger Agreement and all other related
agreements, and which will include but are not limited to the
expenses of the Company related to the Closing of the Merger, those
expenses owed to Tryant for advances, loans or services or any and
all other expenses whatsoever that were incurred prior to
Closing.
As a further
condition to the execution and delivery of this Indemnity
Agreement, and as a condition of Tryant to the Closing of the
Merger Agreement, FCA and flexSCAN agree not to effect a reverse
split of the outstanding common stock of FCA (or any successor) for
a period of 24 months from the Closing of the Merger Agreement. The
parties hereto agree that in the event of such a reverse split
during such 24 month period, that as liquidated damages and not as
a penalty by reason of the fact that the parties cannot quantify
the amount or extent of the damages that may be suffered by Tryant
as a result thereof, that Tryant, only to the extent that it still
owns any of the shares that it owned at the Closing of the Merger
(or its designees if it has made any private transfers of such
shares and only to the extent that such shares are still then owned
by such designees), shall be issued additional fully-paid shares of
common stock of FCA in amount sufficient to bring its holdings back
to the pre-reverse split number of shares owned, without
qualification.
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Tryant also represents:
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1.
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Tryant hereby ag
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