Exhibit
10.14


 


INDEMNITY AGREEMENT


 


This
Indemnity Agreement, dated as of
                              ,
201  , is made by and between Velti plc, a company organized under
the laws of the Bailiwick of Jersey (the “Company”),
and
                                                  
(the “Indemnitee”).


 


RECITALS


 


A.            The
Company and Indemnitee recognize the continued difficulty in obtaining
liability insurance for the Company’s directors, officers, employees and other
agents, the cost of such insurance and the general reductions in the coverage
of such insurance;


 


B.            The
Company and Indemnitee recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees and other
agents to expensive litigation risks at the same time as the availability and
coverage of liability insurance has been severely limited;


 


C.            The Company desires to attract and retain the services of
talented and experienced individuals, such as Indemnitee, to serve as
directors, officers, employees and agents of the Company and its subsidiaries
and wishes to indemnify its directors, officers, employees and other agents to
the maximum extent permitted by law;


 


D.            The
shareholders of the Company have adopted Articles of Association which permit
the Company to indemnify the directors, officers, employees and other agents of
the Company, including persons serving at the request of the Company in such
capacities with other corporations or enterprises to the fullest extent as
permitted under the laws of the Bailiwick of Jersey; and


 


E.             In
order to induce Indemnitee to serve or continue to serve as a director,
officer, employee or agent of the Company and/or one or more subsidiaries of
the Company free from undue concern for claims for damages arising out of or related
to such services to the Company and/or one or more subsidiaries of the Company,
the Company has determined and agreed to enter into this Agreement with
Indemnitee.


 


AGREEMENT


 


NOW,
THEREFORE, the Indemnitee and the Company hereby agree as follows:


 


1.             Definitions.  As used in this Agreement:


 


(a)           “Agent” means any person who is or
was a director, officer, employee or other agent of the Company or a subsidiary
of the Company; or is or was serving at the request of, for the convenience of,
or to represent the interests of the Company or a subsidiary of the Company as
a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise; or was a
director, officer, employee or agent of a foreign or domestic corporation which
was a predecessor corporation of a subsidiary of the Company, or was a
director, officer, employee or agent of another enterprise at the request of,
for the convenience of, or to represent the interests of such predecessor
corporation.


 


(b)           “Board” means the Board of Directors
of the Company.


 


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(c)           A
“Change in Control” shall be deemed
to have occurred if (i) any “person,” as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock
of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the total voting power represented by the Company’s
then outstanding voting securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board, together with any new directors whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination was
previously so approved, cease for any reason to constitute a majority of the
Board, (iii) the stockholders of the Company approve a merger or
consolidation or a sale of all or substantially all of the Company’s assets
with or to another entity, other than a merger, consolidation or asset sale
that would result in the holders of the Company’s outstanding voting securities
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity)
at least a majority of the total voting power represented by the voting
securities of the Company or such surviving or successor entity outstanding
immediately thereafter, or (iv) the stockholders of the Company approve a
plan of complete liquidation of the Company.


 


(d)           “Expenses” shall include all
out-of-pocket costs of any type or nature whatsoever (including, without
limitation, all attorneys’ fees and related disbursements), actually and
reasonably incurred by the Indemnitee in connection with either the
investigation, defense or appeal of a Proceeding or establishing or enforcing a
right to indemnification under this Agreement, or otherwise; provided, however,
that “Expenses” shall not include
any judgments, fines, ERISA excise taxes or penalties, or amounts paid in
settlement of a Proceeding.


 


(e)           “Independent Counsel” means a law
firm, or a partner (or, if applicable, member) of such a law firm, that is
experienced in matters of corporation law and neither currently is, nor in the
past five years has been, retained to represent: (i) the Company or the
Indemnitee in any matter material to either such party or (ii) any other
party to or witness in the proceeding giving rise to a claim for
indemnification hereunder. 
Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the
Company or the Indemnitee in an action to determine the Indemnitee’s rights
under this Agreement.


 


(f)            “Proceeding” means any threatened,
pending, or completed action, suit or other proceeding, whether civil,
criminal, administrative, or investigative.


 


(g)           “subsidiary” means any corporation of
which more than 50% of the outstanding voting securities is owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries,
or by one or more other subsidiaries.


 


2.             Agreement
to Serve.  The Indemnitee agrees to
serve and/or continue to serve as an Agent of the Company, at its will (or
under separate agreement, if such agreement exists), in the capacity the
Indemnitee currently serves as an Agent of the Company (if applicable), so long
as the Indemnitee is duly appointed or elected and qualified in accordance with
the applicable provisions of the Articles of Association of the Company or any
subsidiary of the Company or until such time as the Indemnitee tenders his or
her resignation in writing; provided, however, that nothing contained in this Agreement
is intended to create any right to employment or continued employment by the
Indemnitee.


 


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3.             Liability
Insurance.


 


(a)           Maintenance
of D&O Insurance.  The Company
hereby covenants and agrees that, so long as the Indemnitee shall continue to
serve as an Agent of the Company and thereafter so long as the Indemnitee shall
be subject to any possible Proceeding by reason of the fact that the Indemnitee
was an Agent of the Company, the Company, subject to Section 3(c),
shall promptly obtain and maintain in full force and effect directors’ and
officers’ liability insurance (“D&O Insurance”)
in reasonable amounts from established and reputable insurers, as more fully
described below.


 


(b)           Rights
and Benefits.  In all policies of
D&O Insurance, the Indemnitee shall qualify as an insured in such a manner
as to provide the Indemnitee the same rights and benefits as are accorded to
the most favorably insured of the Company’s independent directors (as defined
by the insurer) if the Indemnitee is such an independent director; of the
Company’s non-independent directors if the Indemnitee is not an independent
director; of the Company’s officers if the Indemnitee is an officer of the
Company; or of the Company’s key employees, if the Indemnitee is not a director
or officer but is a key employee.


 


(c)           Limitation
on Required Maintenance of D&O Insurance.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain D&O Insurance if the Company
determines in good faith that: such insurance is not reasonably available; the
premium costs for such insurance are disproportionate to the amount of coverage
provided; the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit; the Indemnitee is covered by similar
insurance maintained by a subsidiary of the Company; the Company is to be
acquired and a tail policy of reasonable terms and duration is purchased for
pre-closing acts or omissions by the Indemnitee; or the Company is to be
acquired and D&O Insurance will be maintained by the acquirer that covers
pre-closing acts and omissions by the Indemnitee.


 


4.             Mandatory
Indemnification.  Subject to the
terms of this Agreement:


 


(a)           Third
Party Actions.  If the Indemnitee is
a person who was or is a party or is threatened to be made a party to any
Proceeding (other than an action by or in the right of the Company) by reason
of the fact that the Indemnitee is or was an Agent of the Company, or by reason
of anything done or not done by the Indemnitee in any such capacity, the
Company shall indemnify the Indemnitee against all Expenses and liabilities of
any type whatsoever actually and reasonably incurred by the Indemnitee in
connection with the investigation, defense, settlement or appeal of such
Proceeding, provided the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or Proceeding, had no
reasonable cause to believe his or her conduct was unlawful.


 


(b)           Derivative
Actions.  If the Indemnitee is a
person who was or is a party or is threatened to be made a party to any
Proceeding by or in the right of the Company by reason of the fact that the
Indemnitee is or was an Agent of the Company, or by reason of anything done or
not done by the Indemnitee in any such capacity, the Company shall indemnify
the Indemnitee against all Expenses actually and reasonably incurred by the
Indemnitee in connection with the investigation, defense, settlement or appeal
of such Proceeding, provided the Indemnitee acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company; except that no indemnification under this Section 4(b) shall be made in respect to any
claim, issue or matter as to which the Indemnitee shall have been finally
adjudged to be liable to the Company by a court of competent jurisdiction
unless and only to the extent that the court in which such Proceeding was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the 


 


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circumstances
of the case, the Indemnitee is fairly and reasonably entitled to indemnity for
such amounts which the court shall deem proper.


 


(c)           Actions
where Indemnitee is Deceased.  If the
Indemnitee is a person who was or is a party or is threatened to be made a
party to any Proceeding by reason of the fact that the Indemnitee is or was an
Agent of the Company, or by reason of anything done or not done by the
Indemnitee in any such capacity, and if, prior to, during the pendency of or
after completion of such Proceeding the Indemnitee is deceased, the Company
shall indemnify the Indemnitee’s heirs, executors and administrators against
all Expenses and liabilities of any type whatsoever to the extent the
Indemnitee would have been entitled to indemnification pursuant to this
Agreement were the Indemnitee still alive.


 


(d)           Certain
Terminations.  The termination of any
Proceeding or of any claim, issue, or matter therein by judgment, order,
settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself create a presumption that the
Indemnitee did not act in good faith and in a manner which the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal action or Proceeding, that the
Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was
unlawful.


 


(e)           Limitations.  Notwithstanding the foregoing, the Company
shall not be obligated to indemnify the Indemnitee for Expenses or liabilities
of any type whatsoever for which payment is actually made to or on behalf of
the Indemnitee under an insurance policy, or under a valid and enforceable
indemnity clause or agreement.


 


5.             Indemnification
for Expenses in a Proceeding in Which the Indemnitee is Wholly or Partly
Successful.


 


(a)           Successful
Defense.  To the extent the
Indemnitee has been successful, on the merits or otherwise, in defense of any
Proceeding (including, without limitation, an action by or in the right of the
Company) in which the Indemnitee was a party by reason of the fact that the
Indemnitee is or was an Agent of the Company at any time, the Company shall
indemnify the Indemnitee against all Expenses actually and reasonably incurred
by or on behalf of the Indemnitee in connection with the investigation, defense
or appeal of such Proceeding.


 


(b)           Partially
Successful Defense.  To the extent
that the Indemnitee is a party to or a participant in any Proceeding
(including, without limitation, an action by or in the right of the Company) in
which the Indemnitee was a party by reason of the fact that the Indemnitee is
or was an Agent of the Company at any time and is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by or on behalf of the Indemnitee in
connection with each successfully resolved claim, issue or matter.


 


(c)           Dismissal.  For purposes of this section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


6.             Mandatory
Advancement of Expenses.  Subject to
the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance all
Expenses reasonably incurred by the Indemnitee in connection with the
investigation, defense, settlement or appeal of any Proceeding to which the
Indemnitee is a party or is threatened to be made a party by reason of the fact
that the Indemnitee is or was an Agent of the Company (unless there has been a
final determination that 


 


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the
Indemnitee is not entitled to indemnification for such Expenses) upon receipt
of (i) an undertaking by or on behalf of the Indemnitee to repay the
amount advanced in the event that it shall ultimately be determined that the
Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory
documentation supporting such Expenses. 
Such advances are intended to be an obligation of the Company to the
Indemnitee hereunder and shall in no event be deemed to be a personal loan.  The advances to be made hereunder shall be
paid by the Company to the Indemnitee within twenty (20) days following
delivery of a written request therefor by the Indemnitee to the Company.  In the event that the Company fails to pay
Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee
may seek specific performance from any court having jurisdiction to require the
Company to pay Expenses as set forth in this paragraph.  If Indemnitee seeks specific performance
pursuant to this paragraph, it shall not be a defense to enforcement of the
Company’s obligations set forth in this paragraph that Indemnitee has an
adequate remedy at law for damages.


 


7.             Notice
and Other Indemnification Procedures.


 


(a)           Notice
by Indemnitee.  Promptly after
receipt by the Indemnitee of notice of the commencement of or the threat of
commencement of any Proceeding, the Indemnitee shall, if the Indemnitee
believes that indemnification with respect thereto may be sought from the
Company under this Agreement, notify the Company in writing of the commencement
or threat of commencement thereof.


 


(b)           Insurance.  If the Company receives notice pursuant to Section 7(a) hereof of the commencement of a
Proceeding that may be covered under D&O Insurance then in effect, the
Company shall give prompt notice of the commencement of such Proceeding to the
insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.


 


(c)           Defense.  In the event the Company shall be obligated
to pay the Expenses of any Proceeding against the Indemnitee, the Company shall
be entitled to assume the defense of such Proceeding, with counsel selected by
the Company and approved by the Indemnitee (which approval shall not be
unreasonably withheld), upon the delivery to the Indemnitee of written notice
of its election so to do.  After delivery
of such notice, and the retention of such counsel by the Company, the Company
will not be liable to the Indemnitee under this Agreement for any fees of
counsel subsequently incurred by the Indemnitee with respect to the same
Proceeding, provided that (i) the Indemnitee shall have the right to
employ his or her own counsel in any such Proceeding at the Indemnitee’s
expense; and (ii) the Indemnitee shall have the right to employ his or her
own counsel in any such Proceeding at the Company’s expense if (A) the
Company has authorized the employment of counsel by the Indemnitee at the
expense of the Company, (B) the Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and the Indemnitee
in the conduct of any such defense, (C) after a Change in Control not
approved by a majority of the members of the Board who were directors
immediately prior to such Change in Control, the employment of counsel by
Indemnitee has been approved by Independent Counsel, or (D) the Company
shall not, in fact, have employed counsel to assume the defense of such
Proceeding.


 


8.             Right
to Indemnification.


 


(a)           Right
to Indemnification.  In the event
that Section 5(a) is inapplicable,
the Company shall indemnify the Indemnitee pursuant to this Agreement unless,
and except to the extent that, it shall have been determined by one of the
methods listed in Section 8(b) that
the Indemnitee has not met the applicable standard of conduct required to
entitle the Indemnitee to such indemnification.


 


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(b)           Determination
of Right to Indemnification.  A
determination of the Indemnitee’s right to indemnification hereunder shall be
made at the election of the Board by (i) a majority vote of directors who
are not parties to the Proceeding for which indemnification is being sought,
even though less than a quorum, or by a committee consisting of directors who
are not parties to the Proceeding for which indemnification is being sought,
who, even though less than a quorum, have been designated by a majority vote of
the disinterested directors, or (ii) if there are no such disinterested
directors or if the disinterested directors so direct, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to the
Indemnitee, or (iii) by the shareholders of the Company, or (iv) by a
panel of three arbitrators, one of whom is selected by the Company, one of whom
is selected by the Indemnitee and the last of whom is selected by the first two
arbitrators so selected; provided, however,  that, following any Change in Control not approved by a
majority of the members of the Board who were directors immediately prior to
such Change in Control, such determination shall be made by an Independent
Counsel as specified in clause (ii) above or by a panel of arbitrators as
specified in clause (iv) above.


 


(c)           Submission
for Decision.  As soon as
practicable, and in no event later than thirty (30) days after the Indemnitee’s
written request for indemnification, the Board shall select the method for
determining the Indemnitee’s right to indemnification.  The Indemnitee shall cooperate with the
person or persons or entity making such determination with respect to the
Indemnitee’s right to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to the Indemnitee and reasonably necessary to
such determination.  Any Independent
Counsel, member of the Board or stockholder of the Company shall act reasonably
and in good faith in making a determination regarding the Indemnitee’s
entitlement to indemnification under this Agreement.


 


(d)           Application
to Court.  If (i) the claim for
indemnification or advancement of Expenses is denied, in whole or in part, (ii) no
disposition of such claim is made by the Company within ninety (90) days after
the request therefor, (iii) the advancement of Expenses is not timely made
pursuant to Section 6 of this Agreement
or (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement, the Indemnitee shall have
the right to apply to the court in which the Proceeding is or was pending or
any other court of competent jurisdiction, for the purpose of enforcing the
Indemnitee’s right to indemnification (including the advancement of Expenses)
pursuant to this Agreement.


 


(e)           Expenses
Related to the Enforcement or Interpretation of this Agreement.  The Company shall indemnify the Indemnitee
against all reasonable Expenses incurred by the Indemnitee in connection with
any hearing or proceeding under this Section 8
involving the Indemnitee and against all reasonable Expenses incurred by the
Indemnitee in connection with any other proceeding between the Company and the
Indemnitee involving the interpretation or enforcement of the rights of the
Indemnitee under this Agreement, unless a court of competent jurisdiction finds
that each of the claims and/or defenses of the Indemnitee in any such
proceeding was frivolous or made in bad faith.


 


9.             Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated:


 


(a)           Claims
Initiated by Indemnitee.  To
indemnify or advance Expenses to the Indemnitee with respect to Proceedings or
claims initiated or brought voluntarily by the Indemnitee and not by way of
defense, with a reasonable allocation where appropriate, unless (i) such
indemnification is expressly required to be made by law, (ii) the
Proceeding was authorized by the Board, (iii) such indemnification is
provided by the Company, in its sole discretion, pursuant to the powers vested
in the Company under the laws of the Bailiwick of Jersey or (iv) the
Proceeding is brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law in advance of a final determination;


 


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(b)           Lack
of Good Faith.  To indemnify the
Indemnitee for any Expenses incurred by the Indemnitee with respect to any
Proceeding instituted by the Indemnitee to enforce or interpret this Agreement,
if a court of competent jurisdiction determines that each of the material
assertions made by the Indemnitee in such Proceeding was not made in good faith
or was frivolous;


 


(c)           Unauthorized
Settlements.  To indemnify the
Indemnitee under this Agreement for any amounts paid in settlement of a
Proceeding unless the Company consents to such settlement, which consent shall
not be unreasonably withheld;


 


(d)           Claims
Under Section 16(b).  To
indemnify the Indemnitee for Expenses and the payment of profits made from the
purchase and sale (or sale and purchase) by the Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or similar provisions of any US state
statutory law or common law; or


 


(e)           Payments
Contrary to Law.  To indemnify, or
make an advance to, the Indemnitee in respect of Expenses or any other cost,
expense, loss or liability whatsoever, where such indemnity or payment is
prohibited by, or inconsistent with, any applicable law (including, without
limitation, the Companies (Jersey) Law 1991) or the rules of any
applicable regulatory body.


 


This Section 9
shall have supremacy over all other provisions of this Agreement.


 


10.           Non-Exclusivity.  The provisions for indemnification and
advancement of Expenses set forth in this Agreement shall not be deemed
exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company’s Articles of Association, the vote of the Company’s
shareholders or disinterested directors, other agreements, or otherwise, both
as to action in the Indemnitee’s official capacity and as to action in another
capacity while occupying the Indemnitee’s position as an Agent of the Company,
and the Indemnitee’s rights hereunder shall continue after the Indemnitee has
ceased acting as an Agent of the Company and shall inure to the benefit of the
heirs, executors and administrators of the Indemnitee.


 


11.           Permitted
Defenses.  It shall be a defense to
any action for which a claim for indemnification is made under this Agreement
(other than an action brought to enforce a claim for Expenses pursuant to Section 6 hereof, provided that the required
undertaking has been tendered to the Company) that the Indemnitee is not
entitled to indemnification because of the limitations set forth in Sections 4 and 9 hereof.  Neither the failure of the Company (including
its Board of Directors) or an Independent Counsel to have made a determination
prior to the commencement of such enforcement action that indemnification of
the Indemnitee is proper in the circumstances, nor an actual determination by
the Company (including its Board of Directors) or an Independent Counsel that
such indemnification is improper, shall be a defense to the action or create a
presumption that the Indemnitee is not entitled to indemnification under this
Agreement or otherwise.


 


12.           Subrogation.  In the event the Company is obligated to make
a payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery under an insurance policy or
any other indemnity agreement covering the Indemnitee, who shall execute all
documents required and take all action that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such
rights (provided that the Company pays the Indemnitee’s costs and expenses of
doing so), including without limitation by assigning all such rights to the
extent of such indemnification or advancement of Expenses.


 


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13.           Survival
of Rights.


 


(a)           Survival.  All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is an Agent of the
Company and shall continue thereafter so long as Indemnitee shall be subject to
any possible claim or threatened, pending or completed Proceeding by reason of
the fact that Indemnitee was serving in the capacity referred to herein.


 


(b)           Successor
to the Company.  The Company shall
require any successor to the Company (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.


 


14.           Interpretation
of Agreement.  It is understood that
the parties hereto intend this Agreement to be interpreted and enforced so as
to provide indemnification to the Indemnitee to the fullest extent permitted by
law, including those circumstances in which indemnification would otherwise be
discretionary.


 


15.           Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the remaining
provisions of the Agreement (including, without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that are not themselves invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable and to give effect to Section 15
hereof.


 


16.           Modification
and Waiver.  No supplement,
modification or amendment of this Agreement shall be binding unless it is in a
writing signed by both of the parties hereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.


 


17.           Notice.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given (a) upon delivery if delivered by hand to the party
to whom such notice or other communication shall have been directed, (b) if
mailed by certified or registered mail with postage prepaid, return receipt
requested, on the fifth business day after the date on which it is so mailed, (c) if
dispatched by an internationally recognized courier service, upon delivery,
with written verification of receipt, or (d) on the same day as delivered
by confirmed facsimile transmission if delivered during business hours or on
the next successive business day if delivered by confirmed facsimile
transmission after business hours. 
Addresses for notice to either party shall be as shown on the signature page of
this Agreement, or to such other address as may have been furnished by either
party in the manner set forth above.  For
the purposes of this clause, “business day”
means any day other than those days for which banks are closed for business
either in London or San Francisco.


 


18.           Governing
Law.  This Agreement shall be
governed exclusively by and construed according to the laws of the Bailiwick of
Jersey as applied to contracts between Jersey residents entered into and to be
performed entirely within the Bailiwick of Jersey.


 


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19.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforcement is sought needs to be produced to evidence the
existence of this Agreement.


 


The
parties hereto have entered into this Indemnity Agreement effective as of the
date first above written.


 


	
   

  	
  Indemnitee:

  	
   

  	
   

  	
  Velti
  plc:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Name
  of Indemnitee]

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
  First
  Floor, 28-32 Pembroke Street Upper

  
	
   

  	
   

  	
   

  	
   

  	
  Dublin 2, Republic of Ireland

  
								



 


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