Exhibit 99.1
AMENDED AND RESTATED SURETY
AGREEMENT
SURETY AGREEMENT dated as of the 2nd
day of November, 2006 (the “Agreement”).
WHEREAS, pursuant to the provisions
of the By-Laws of Sedona Corporation (the “By- Laws”),
a Pennsylvania corporation having its principal offices at 1003
West 9th Avenue, Second Floor King of Prussia, PA 19406, (the
“Company”), the Company has agreed to indemnify the
Directors and Officers of the Company (the “Directors and
Officers”) from and against liabilities incurred and arising
from the Directors’ service as Directors and the
Officers’ service as Officers of the Company, except as
otherwise set forth in the By-Laws; and
WHEREAS, the Company has secured a
policy of directors and officers liability insurance covering the
Directors and Officers, which coverage is evidenced by Policy
No.00DA 0220442-05 issued by Twin City Fire Insurance (the
“Policy”). A copy of the Policy is attached hereto as
Exhibit “A”; and
WHEREAS, the Policy provides for
retention by the Company (the “Retention Requirement”)
of $250,000.00 for securities claims and $150,000.00 for any
non-securities claims, which retention sums are payable by the
Company; and
WHEREAS, David R. Vey, an individual
with an address of 11822 Justice Avenue, Suite B-6, Baton Rouge, LA
70186 (the “Surety”) has agreed to serve as a surety
for payment of sums payable as a result of the Retention
Requirement;
NOW THEREFORE, in consideration of
the promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound
agrees as follows:
1. SURETY AGREEMENT. The Surety
hereby binds himself to pay on behalf of the Company, to the
Directors and Officers sums payable as a result of the Retention
Requirement, not to exceed $250,000.00, if and to the extent that:
(a) a claim is made against a Director or Directors or an Officer
or Officers, which claim is insured under the Policy, and (b) the
Company is required to pay all or a portion of such claim because
of the Retention Requirement and (c) the Company has failed to make
the Retention Payment for more than ten(10) days after written
demand.
2. PAYMENT. The Surety agrees to pay
the sums owed pursuant to this Agreement within thirty (30) days
after receipt of a written notice from the Company or any affected
Director or Officer that such sums are due.
3. TERM. The term of this Surety
Agreement shall commence upon the date set forth above and shall
continue until the expiration or termination of the Policy on
October 27, 2007. In the event that the Policy is renewed upon
substantially the same terms and conditions as set forth in the
Policy, the Surety’s obligations will continue until the
expiration or termi
