December 4, 1996
Credit America Venture Capital, Inc.
c/o Xxxxxxx X. Xxxxx
0000 X.X. 000 Xxxxxx
Xxxxx, Xxxxxxx 00000
Mako Marine International, Inc.
0000 X.X. 000 Xxxxxx
Xxxxx, Xxxxxxx 00000
Gentlemen:
We are this day executing and delivering a Stock Purchase Agreement (the
"Stock Purchase Agreement") by and between Tracker Marine, L.P. ("Tracker") and
Mako Marine International, Inc. ("Mako" or the "Company") and the Tracker/CAVC
Stock Purchase Agreement (the "CAVC Agreement") by and between Tracker and
Credit America Venture Capital, Inc. ("CAVC"). The CAVC Agreement contemplates
the sale by CAVC to Tracker of 930,000 shares of Common Stock of Mako
concurrently with the closing of the Stock Purchase Agreement. Subject to the
terms hereof, Tracker hereby agrees to indemnify and hold harmless CAVC, its
directors, officers, agents and employees and such persons, if any, who control
CAVC within the meaning of Section 15 of the Securities Act of 1933 and the
directors and officers of the Company (the "Indemnified Parties") against any
and all losses, liabilities, claims, damages or expenses whatsoever (including,
but not limited to, any and all legal or other expenses incurred in
investigating, preparing or defending against any litigation commenced or
threatened) by reason of any third party claim against any Indemnified Party
asserting that such Indemnified Party is liable to the claimant or Mako by
reason of any difference in the per share value of the consideration paid to
CAVC under the CAVC Agreement and the per share consideration paid to Mako under
the Stock Purchase Agreement. The parties hereto acknowledge that the per share
consideration under the CAVC Agreement and the Stock Purchase Agreement were
negotiated at arm's length and that the value
Page Two
December 4, 1996
of such consideration under the Stock Purchase Agreement is at least equal in
value to the consideration under the CAVC Agreement. The foregoing
acknowledgment shall have no effect on the rights and obligations of the parties
hereto.
An Indemnified Party hereunder shall promptly notify Tracker in writing of
all matters which may give rise to the right of indemnification hereunder.
Tracker shall have the right, with the consent of the Indemnified Party, which
consent shall not be unreasonably withheld, to settle all indemnifiable matters
related to such claims by third parties which are susceptible to being settled
and to defend with counsel chosen by Tracker, which counsel shall be reasonably
acceptable to the Indemnified Party, any action which may be brought by a third
party in connection therewith; provided, however, that the Indemnified Party
shall have the right to have its counsel participate in such defense at its own
expense. The parties shall keep each other informed of all settlement
discussions with third parties.
The indemnification agreement of Tracker set forth herein shall be in
addition to any available liability insurance, and shall not supplant, replace
or otherwise serve as other insurance for or in respect of any liability
insurance coverages available to the Indemnified Parties.
This agreement shall not be affected by paragraph 10.6 of the Stock
Purchase Agreement or paragraph 5.1 of the CAVC Agreement.
If the foregoing meets with your approval, kindly indicate your agreement
in the space provided below.
TRACKER MARINE, L.P.
By /s/ Xxxxxxx Xxxxxxxxx
---------------------
AGREED:
CREDIT AMERICA VENTURE CAPITAL, INC.
By /s/ Xxxxxxx X. Xxxxx
--------------------
MAKO MARINE INTERNATIONAL, INC.
By /s/ Xxxxxxx X. Xxxxx
--------------------
