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Director Indemnity Agreement - China Broadband Corp. and Matthew Heysel



                              CHINA BROADBAND CORP.
                        (herein called the "Corporation")

                                                               OF THE FIRST PART

                                     - and -

                                 MATTHEW HEYSEL
                         (herein called the "Director")

                                                              OF THE SECOND PART

WHEREAS the Director has, at the request of the Corporation agreed to continue
to act as director on the condition that the Corporation shall indemnify the
Director in the manner hereinafter described;

IN CONSIDERATION of the Director acting as director of the Corporation at the
request of the Corporation and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as

1.       The Corporation does hereby indemnify and hold harmless the Director,
         his heirs and legal representatives against all costs, charges, losses,
         expenses and claims whatsoever arising out of or in any way incidental
         to the Director holding or having held office as Director of the
         Corporation and any and all acts or omissions of the Director while
         acting or purporting to act in such capacity and, without limitation,
         and in particular from and against any and all damages, costs,
         liabilities, charges or expenses arising from the claims set forth in
         Alberta Court of Queen's Bench Action #0101-07232 and any claims
         arising from, or related to, the purchase of shares of the Corporation
         by Michael Lauer, The Orbiter Fund Ltd., The Viator Fund Ltd., Lancer
         Offshore Inc., Lancer Partners Limited Partnership (collectively the
         "Lancer Group"), and any parties related to the Lancer Group.

2.       The Corporation agrees that the Director is not obliged to take any
         action or exhaust his recourse against the Corporation or seek recovery
         under any Director's liability insurance which may be in force from
         time to time, before requiring or being entitled to payment from the
         Corporation of all amounts for which the Director is hereby


3.       If any provision contained in this Director's Indemnity should be held
         to be invalid or contrary to law, the remaining provisions hereof shall
         nevertheless be and shall be deemed to be valid and binding on the

4.       This  Director's  Indemnity  shall be  construed  and  interpreted  in 
         accordance  with and governed by the laws of the Province of Alberta, 

5.       This Director's Indemnity may be executed in several counterparts, each
         of which when so executed shall be deemed to be an original and such
         counterparts shall constitute one and the same instrument and
         notwithstanding the date of execution shall be deemed to bear that date
         as first above written. A facsimile transcribed copy of this Director's
         Indemnity signed by any party hereto in counterpart, shall be deemed to
         be and shall constitute a properly executed, delivered and binding
         document of the parties so signing, notwithstanding the actual date of
         execution. Each of the parties hereto further agree to promptly return
         an original duly executed counterpart of this Director's Indemnity
         following the delivery of the facsimile transcribed copy thereof.

IN WITNESS WHEREOF the parties hereto have executed this Director's Indemnity,
to be effective as of the date first above written.

                              CHINA BROADBAND CORP.

                              By: /S/ THOMAS MILNE

Witness:                         MATTHEW HEYSEL
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