INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the
“Agreement”)
is made and entered into this 15th day of
November 2010 between Option
Placement, Inc., a Nevada corporation (the “Company”),
and Xxxxxxxx
Xxxxxx (“Indemnitor”).
WITNESSETH
THAT:
WHEREAS,
the Company has agreed to acquire from the shareholders of Tiga Energy Services,
Inc., a Texas corporation (“Tiga”),
all of the outstanding shares of Tiga’s capital stock by exchanging one share of
Company common stock for each share of Tiga capital stock outstanding pursuant
to the terms and upon the closing of a certain Share Exchange Agreement among
the Company, the Indemnitor, Tiga and the shareholders of Tiga (the “Share Exchange
Agreement”).
WHEREAS,
prior to the closing of the Share Exchange Agreement, the Indemnitor is the sole
holder of the Company’s outstanding common stock.
WHEREAS,
as a condition precedent to the closing of the transactions contemplated by the
Share Exchange Agreement, Tiga is requiring that the Indemnitor indemnify the
Company from and against any and all obligations and liabilities of the Company
existing as of the date of the closing of the Share Exchange Agreement (the
“Closing
Date”).
NOW,
THEREFORE, in consideration of the transactions described by the Share Exchange
Agreement and the substantial benefits that they will confer upon the Indemitor,
the parties hereto agree as follows:
1. Indemnity of
Company. Indemnitor hereby agrees to hold harmless, reimburse
and indemnify the Company to the fullest extent permitted by law, as such may be
amended from time to time, from and against any and all Liabilities, including
any Losses or Expenses incurred by the Company in connection
therewith. The Company acknowledges and agrees that no binding
settlement of any obligation, liability, claim or Proceeding subject to this
Agreement shall be entered into by the Company with respect the Liabilities
without Indemnitor’s prior written consent in each instance.
2. Enforcement. This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.
3. Definitions. For
purposes of this Agreement:
(a) “Expenses” shall include all
reasonable, third party, documented out of pocket fees and all other
disbursements or expenses incurred by the Company in connection with any
Proceeding, including those of the types customarily incurred in connection
therewith; provided, however, that Indemnitor shall have the right to approve in
writing the selection of attorneys hired for such matters and their
respective terms of billing prior to such attorneys being engaged to represent
the Company with respect to any Liabilities. Expenses also shall
include any of the foregoing incurred in connection with any appeal resulting
from any Proceeding.
(b) “Liabilities” means, with
respect to the Company, any obligation to pay or any liability for money,
whether known or unknown and whether accrued, absolute, contingent,
unliquidated, determined or determinable or otherwise, arising out of
transactions entered into prior to or existing as of the Closing Date, or any
action or inaction by the Company prior to or existing as of the Closing
Date.
(c) “Proceeding” includes any
threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any
other actual, threatened or completed proceeding, whether civil, criminal,
administrative or investigative, in which the Company was, is or will be
involved as a party or otherwise, in connection with the
Liabilities.
4. Severability. The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision. Without
limiting the generality of the foregoing, this Agreement is intended to confer
upon the Company indemnification rights to the fullest extent permitted by
applicable laws. In the event any provision hereof conflicts with any
applicable law, such provision shall be deemed modified, consistent with the
aforementioned intent, to the extent necessary to resolve such
conflict.
5. Modification and
Waiver. No supplement, modification, termination or amendment
of this Agreement shall be binding unless executed in writing 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.
6. Notice By the
Company. The Company agrees promptly to notify Indemnitor in
writing upon being served with or otherwise receiving any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification covered
hereunder. The failure to so notify Indemnitor shall not relieve
Indemnitor of any obligation which it may have to the Company under this
Agreement or otherwise unless and only to the extent that such failure or delay
materially prejudices Indemnitor.
7. Notices. All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five (5)
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be
sent:
(a) To
Indemnitor at:
0000 X Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Facsimile:
(000) 000-0000
(b) To the Company at:
Frost
Bank Tower
000
Xxxxxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
Xxxxx 78701612
Attn.:
Mr. Xxxxxxx Xxxxxxxx
Facsimile:
(000) 000-0000
or to
such other address as may have been furnished to Indemnitor by the Company or to
the Company by Indemnitor, as the case may be.
8. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement. This Agreement may also be executed and delivered by
facsimile signature and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
2
9. Headings. The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.
10. Governing Law and Consent to
Jurisdiction. This Agreement and the legal relations among the
parties shall be governed by, and construed and enforced in accordance with, the
laws of the State of Texas unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought
only in the state courts of the City of Austin, State of Texas (the “Texas
Courts”), and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to
the exclusive jurisdiction of the Texas Courts for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) waive any
objection to the laying of venue of any such action or proceeding in the
California Court, and (iv) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the California Court has been
brought in an improper or inconvenient forum.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.
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INDEMNITOR
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Xxxxxxxx
Xxxxxx
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By:
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/s/ Xxxxxxxx Xxxxxx
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