THIS INDEMNIFICATION AGREEMENT (hereinafter “Agreement”) is entered
into as on the July 30th 2008 by Custom Crafted Grading, Inc. in favor of W. Reece Milton and Leanna M. Milton (referred to as the “Departing Shareholder Group”).
WITNESSETH:
WHEREAS, Custom Crafted Grading, Inc. and the Departing Shareholders
have agree that upon a surrender of their shares of common stock in Custom Crafted Grading, Inc. that Custom Crafted Grading, Inc. would indemnify them from any liability that may arise or may have arisen resulting from their respective tenure as a shareholder; and,
Whereas, the Departing Shareholders surrendered their respective shares
but no written indemnity agreement was delivered to them; and,
WHERAS, this instrument is executed to fulfill the obligations of Custom
Crafted Grading, Inc. given in exchange for a surrender of the shares of stock to the corporation.
NOW, THEREFORE, for and in consideration of the surrender of the shares
mentioned above, and for other food and valuable considerations, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Recitals. The recitals hereinabove set forth are incorporated by reference
and made a part of this Agreement as fully as if set forth here verbatim. 2. Indemnity. Custom Crafted Grading, Inc. hereby agrees to indemnify and hold Departing Shareholders harmless from any and all claims, liabilities and expenses, including without limitation reasonable attorneys’ fees and court costs, for any damages whatsoever arising from the conduct and business dealings of Custom Crafted Grading, Inc. during the time that the respective Departing Shareholder was a shareholder. 3. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning liability for indemnifying the Departing Shareholders. 4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. 5. Binding Effect. This Agreement shall be binding upon, and insure to the benefit of, the parties hereto and their respective estates, legal representatives, successors and assigns. 6. Amendment. No Amendment to or modification of this Agreement shall be valid or binding unless in writing and signed by the parties hereto.
IN WITNESS WHEREOF, this Agreement is entered into when fully executed as