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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 in this
Section 8(n), shall survive the Closing and
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