SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2007 • American Basketball Association, Inc. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December, ___, 2006 among American Basketball Association, Inc., an Indiana corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT BSecurities Agreement • January 8th, 2007 • American Basketball Association, Inc. • Blank checks • New York
American Basketball Association, Inc., an Indiana corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ] shares of common stock, no par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.20 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof (the “Initial Exercise Date”) and through and including the third anniversary of the date hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2007 • American Basketball Association, Inc. • Blank checks • Indiana
This AGREEMENT is made December __, 2006 between American Basketball Association, Inc., an Indiana Corporation, having its executive offices at 9421 Holliday Drive, Indianapolis, Indiana 46260 (the “Company”) and Brad Hester (the “Executive”).
INDEPENDENT CONSULTING AGREEMENTIndependent Consulting Agreement • January 8th, 2007 • American Basketball Association, Inc. • Blank checks • Indiana
As used herein, the term "Client" includes The American Basketball Association, Inc. and its licensees, distributors, suppliers, parent, affiliates, subsidiaries and any successor company. Client wishes Consultant to provide assistance to Client. Consultant wishes to provide assistance to Client. The parties therefore agree as follows:
December 18, 2006Indemnification Agreement • January 8th, 2007 • American Basketball Association, Inc. • Blank checks
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:
ABA TEAM RESERVATION AGREEMENTTeam Reservation Agreement • January 8th, 2007 • American Basketball Association, Inc. • Blank checks • Indiana
THIS TEAM RESERVATION AGREEMENT, is entered into as of this ______day of ________, 20___ by and between American Basketball Association , LLC, an Indiana limited liability company located at 9421 Holliday Drive, Indianapolis, IN 46260 (“ABA”) and _______________, a _____________________ corporation (“Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 8th, 2007 • American Basketball Association, Inc. • Blank checks • Indiana
This Merger Agreement (this “Agreement”), entered into December 18, 2006, by and among Souvall-Page and Company, Inc., a Utah corporation (“Parent”); ABA Acquisition Corp., Inc., an Indiana corporation and a subsidiary of Parent (“Sub”); David C. Merrell, an officer, director and shareholder of Parent (“David C. Merrell”); and American Basketball Association, Inc., an Indiana corporation (“Company”). Parent, Sub, David C. Merrell and Company are referred to collectively as the “Parties.”
