December 18, 2006
Current Officer, Directors and
Shareholders
Souvall-Page and Company, Inc. and
Souvall-
Page and Company, Inc.
RE:
Indemnification
Agreement
Gentlemen:
This letter (“Letter”)
confirms our agreement to indemnify the current officers, directors
and shareholders of Souvall-Page & Company, Inc., a Utah
corporation (“ABA Utah”), and ABA Utah. This
letter is being delivered in reference to the following:
1.
American Basketball Association, Inc., an
Indiana Corporation (“ABA Indiana”), proposes to merge
with ABA Acquisition Corp. an Indiana corporation, recently formed
as a wholly-owned subsidiary of ABA Utah (the “Reverse
Merger”).
2.
On completion of the Reverse
Merger
·
ABA Indiana will be the surviving
entity
·
ABA Indiana will be wholly owned by ABA
Utah, a corporation, whose shares are listed for trading on the
Nasdaq Over-the-Counter Bulletin Board
·
ABA Utah will change its name to
“American Basketball Association, Inc.”
·
The shareholders of ABA Utah, including
the undersigned, will control ABA Utah, and
·
The undersigned, who are officers and
directors of ABA Indiana, will become officers and directors of ABA
Utah.
3.
ABA Indiana is currently endeavoring to
sell 2,000,000 Units, at $1.20 per Unit, through a Stock Purchase
Agreement (the “SPA”), for which Capital Growth
Financial LLC (“CGF”) is acting as placement agent.
Each Unit consists of two shares of common stock and a
redeemable stock purchase warrant.
We, Joseph F. Newman
(“Newman” and Richard P. Tinkham, Jr.
(“Newman”) (collectively “Indemnitors”),
are controlling shareholders, directors and officers of ABA.
In order to induce, the current officers, directors and
shareholders of ABA Utah and ABA Utah to complete the transactions
contemplated in the Reverse Merger, we have agreed to provide the
indemnification set forth herein. We have a material interest
in the transactions contemplated in the Offering.
Indemnification
.
Indemnification
. From and after the Closing Date
(as defined in the Reverse Merger documents), Joseph F. Newman and
Richard P. Tinkham, Jr. in their individual capacities, shall
indemnify and hold harmless the current officers, directors and
shareholders of ABA Utah, and ABA Utah, jointly and severally,
(each, an “Indemnified
Person”) from and against any
liabilities, claims, demands, judgments, losses, costs, damages or
expenses whatsoever (including reasonable attorneys’,
consultants’ and other professional fees and disbursements of
every kind, nature description incurred by such Indemnified Person
in connection therewith, including consequential and punitive
damages) (collectively, “Damages”) that such
Indemnified Person may sustain, suffer or incur and that result
from, arise out of or relate to any action or omission of the
Company through Closing Date or that result from a material breach
of any of the following representations, warranties, covenants or
agreements of Company contained in the Agreement and Plan of Merger
between ABA Indiana, ABA Utah and ABA Acquisition dated December
18, 2006 which are qualified in their entirety by the information
set forth within the Stock Purchase Agreement of even date: (a)
Organization, Good Standing and Qualification; (b)
Capitalization;(c) Authorization; Binding Obligations; (d) No
Contravention; (e) Financial Statements; ( f) No Undisclosed
Liabilities; (g) Title to Properties and Assets; Liens; (h)
Intellectual Property; (i) Litigation; ( j) Employment
Matters; (k) Registration Rights; (l) Compliance with Laws;
Governmental Consents; Permits; and (m) Information to Company
Shareholders. For the purposes hereunder “a material
breach” shall be one that results in Damages of at least
$5,000. The indemnity provisions set forth
