ex102.htm


    Exhibit
10.2

     

    INDEMNIFICATION
AND MUTUAL RELEASE

    


    This Indemnification and Mutual Release
(this “Indemnification and Release”), dated as of November 25, 2008, and
effective as of April 1, 2008, is being executed and delivered as part of the
transactions contemplated by (i) the Rescission Agreement (the “GRDB Rescission
Agreement”), dated as of the date hereof, by and among Global Roaming
Distribution, Inc., a Florida corporation (the "Company"), Global Roaming Inc.
(“GRI”), a Nevada corporation, and certain Holders, (ii) the Rescission
Agreement (the “Cubic Rescission Agreement”), dated as of the date hereof, by
and between GRI and Cubic Telecom Limited, an Ireland
corporation (“Cubic”), and the (iii) Escrow Agreement, dated as of the date
hereof, by and among, the Company, GRI, Cubic, the Holders, and Sichenzia Ross
Friedman Ference LLP, as escrow agent (the Indemnification and Release, the GRDB
Rescission Agreement, the Cubic Rescission Agreement, and the Escrow Agreement,
collectively, the “Transaction Documents”).  The Company, GRI, Cubic,
and the Holders may be referred to herein individually as a "Party" and together
as the "Parties."

    


    Each of the undersigned acknowledges that the
Parties are expressly relying on this Indemnification and Release in
consummating the transactions contemplated by the Transaction Documents, and
would not consummate such transactions but for this Indemnification and
Release.

    


    Each of the undersigned, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, intending to be legally bound, hereby jointly and severally agrees
as follows:

    


    1.           Indemnification.

    


    (a)           The
Company agrees to indemnify GRI and Cubic, and hold them harmless from and in
respect of any assessment, loss, damage, liability, cost and expense (including,
without limitation, interest, penalties, and reasonable attorneys’ fees) imposed
upon or incurred by GRI and Cubic resulting from (i) any breach of
representation or warranty, in any material respect, made by the Company in the
Transaction Documents, and (ii) any breach by the Company of any covenant,
obligation or other agreement made by the Company in the Transaction
Documents.  Assertion by a Party of its rights to indemnification
under this Section 1 shall not preclude any other rights or remedies of the
Party in respect thereof.

    


    (b)           GRI and
Cubic agree to indemnify the Company, and hold it harmless from and in respect
of any assessment, loss, damage, liability, cost and expense (including, without
limitation, interest, penalties, and reasonable attorneys’ fees) imposed upon or
incurred by the Company resulting from (i) any breach of representation or
warranty, in any material respect, made by GRI and Cubic in the Transaction
Documents, and (ii) any breach by GRI and Cubic of any covenant, obligation or
other agreement made by GRI and Cubic in the Transaction
Documents.  Assertion by a Party of its rights to indemnification
under this Section 1 shall not preclude any other rights or remedies of the
Party in respect thereof.

    


    (c) Cubic
agrees to indemnify GRI and the Company, and hold them harmless from and in
respect of any assessment, loss, damage, liability, cost and expense (including,
without limitation, interest, penalties, and reasonable attorneys’ fees) imposed
upon or incurred by GRI or the Company resulting from (i) any breach of
representation or warranty, in any material respect, made by Cubic in the
Transaction Documents, and (ii) any breach by Cubic of any covenant, obligation
or other agreement made by Cubic in the Transaction
Documents.  Assertion by a Party of its rights to indemnification
under this Section 1 shall not preclude any other rights or remedies of the
Party in respect thereof.

    


    (c) The Holders, severally and not
jointly, agree to indemnify the Company, and hold it harmless from and in
respect of any assessment, loss, damage, liability, cost and expense (including,
without limitation, interest, penalties, and reasonable attorneys’ fees) imposed
upon or incurred by the Company resulting from any breach of representation or
warranty, in any material respect, made by such Holder in the Transaction
Documents.  Assertion by a Party of its rights to indemnification
under this Section 1 shall not preclude any other rights or remedies of the
Party in respect thereof.

    


    (d) GRI
agrees to indemnify Cubic, and hold it harmless from and in respect of any
assessment, loss, damage, liability, cost and expense (including, without
limitation, interest, penalties, and reasonable attorneys’ fees) imposed upon or
incurred by Cubic resulting from (i) any breach of representation or warranty,
in any material respect, made by GRI in the Transaction Documents, and (ii) any
breach by GRI of any covenant, obligation or other agreement made by GRI in the
Transaction Documents.  Assertion by a Party of its rights to
indemnification under this Section 1 shall not preclude any other rights or
remedies of the Party in respect thereof.

    


    (e)  If
any claim, action or proceeding is brought against a Party arising out of a
claim that is the subject of indemnification under the Transaction Documents
(“Indemnified Party”), the Indemnified Party shall provide the other party
(“Indemnifying Party”) prompt written notice of the same, together with the
basis for seeking indemnification (the “Indemnification Notice”).  Upon
receipt of an Indemnification Notice by the Indemnifying Party, the Indemnifying
Party shall inform the Indemnified Party (delivering the Indemnification
Notice), within 5 business days after receipt of the Indemnification Notice,
whether the Indemnifying Party elects to compromise or defend such claim, action
or proceeding.   The Indemnifying Party shall have the right, at its
option, to compromise the claim, at its own expense.  In the event the
Indemnifying Party elects to defend, the Indemnified Party shall have the right
to control the defense of any claim brought against him or her that is the
subject of this indemnification.  All costs and expenses incurred,
including legal fees, in connection with the compromise or defense of any claim
in which the breach by an Indemnifying Party was the cause of the loss shall be
paid by the Indemnifying Party. 

     

     

     

    
      
        
        

      

      
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    2.           Release of
Claims.  Each Party, in consideration of the agreements and
other good and valuable consideration, including but not limited to the
execution of this Indemnification and Release, hereby releases and discharges
each of the other Parties, and each of their current and former heirs,
executors, administrators, predecessors, successors, affiliates, assigns, agents
and attorneys (collectively the “Releasees”), of and from and any all actions,
causes of action, suits, debts, dues, sums of money, accounts, reckonings, bond
bills, specialties covenants, contracts. controversies, agreements, promises,
damages, judgments, extents, executions, claims, demands, rights, obligations,
attorneys’ fees, costs, rights and duties, and liabilities of any nature
whatsoever, in law or equity under the laws of the United States or the laws of
any state, nation or entity anywhere in the world which against the RELEASEES,
each of the Parties and such Party’s heirs, executors, administrators,
predecessors, successors, affiliates, assigns, agents and attorneys ever had,
now have or hereafter can, shall or may have, or may claim to have against the
RELEASEES (whether directly or indirectly), or any of them, for, upon, or by
reasons of any matter, cause or thing whatsoever, whether known or not known,
from the beginning of the world to the day of the date of this Indemnification
and Release related solely to the Exchange Agreement (as defined in the GRDB
Rescission Agreement) or the Cubic Exchange (as defined in the Cubic Rescission
Agreement) and the transactions contemplated thereby; provided however that
nothing herein contained shall constitute a release of claims arising under the
Transaction Documents, among the Parties and RELEASEES, and the instruments
entered into pursuant thereto by each of Parties and each of
RELEASEES.

    


    3.           Expenses.  All
fees and expenses incurred by the parties in connection with the transactions
contemplated by this Indemnification and Release shall be borne by the
respective parties hereto.

    


               4.           Further
Assurances.  From time to time, at a Party’s request and
without further consideration, the other party, at the requesting party’s
expense, will execute and transfer such documents and will take such action as
may reasonably be requested in order to effectively consummate the transactions
contemplated herein.

    


               5.           Parties in
Interest.  All the terms and provisions of this Indemnification
and Release shall be binding upon, shall inure to the benefit of, and shall be
enforceable by the prospective heirs, beneficiaries, representatives, successors
and assigns of the Parties hereto.

    


    6.           Entire Agreement.
This Indemnification and Release supersedes all prior agreements and
understandings between the parties with respect to the subject matter
hereof.  This Indemnification and Release shall not be amended except
by a writing signed by all Parties or their respective successors or
assigns.

    


    7.           Headings.  The
section and paragraph headings contained in this Indemnification and Release are
for reference purposes only and shall not affect in any way the meaning or
interpretations of this Agreement.

    


    8.           Governing
Law.  For all purposes this Indemnification and Release will be
governed exclusively by and construed and enforced in accordance with the laws
of the State of New York and the Courts prevailing in the State of New
York.

    


    9.           Effect.  In
the event any portion of this Indemnification and Release is deemed to be null
and void under any state, provincial, or federal law, all other portions and
provisions not deemed void or voidable shall be given full force and
effect.

    


    10.                      Counterparts.  This
Indemnification and Release may be executed in one or more counterparts and by
transmission of a facsimile or digital image containing the signature of an
authorized person, each of which shall be deemed and accepted as an original,
and all of which together shall constitute a single instrument.  Each
Party represents and warrants that the person executing on behalf of such party
has been duly authorized to execute this Indemnification and
Release.

    


    [Signature Page
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    IN WITNESS WHEREOF, the undersigned
have executed and delivered this Indemnification and Release as of the date
first above written.

    


    GLOBAL
ROAMING DISTRIBUTION, INC.

    


    


    By:  _/s/ Yakov
Sarousi_____________

    Name:
Yakov Sarousi

    Title:
Chief Executive Officer

    


    


    GLOBAL
ROAMING INC.

    


    By:  _/s/ Yakov
Sarousi_____________

    Name:
Yakov Sarousi

    Title:
Chief Executive Officer

    


    CUBIC
TELECOM LIMITED

    


    


    By:
_/s/ Pat
Phelan_     _____________

    Name:
Patrick Phelan

    Title:
Chief Executive Officer

    


    


    


    THE
HOLDERS:

    


    


    /s/ Michael
Thaler_________________

    Michael
Thaler

     

    /s/ Yakov
Sarousi_________________

    Yakov
Sarousi

    


     

    /s/ Jenny
Callicott_________________

    Jenny
Callicott

    


    


    


    


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