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RECISION AGREEMENT
This Recision Agreement is entered into this 22nd day of November,
1996 by and among Proactive Technologies, Inc., a Delaware corporation ("PTEK")
and Xxxxx X. Xxxx and Rock Creek Partners, Ltd., a Florida limited partnership
(the "Xxxx Group").
PREAMBLE
PTEK and the Xxxx Group entered into that certain Stock Exchange
Agreement dated the 9th day of September, 1996 (the "Agreement") and the
transactions described in the Agreement were closed shortly thereafter. PTEK
and the Xxxx Group now desire to rescind the Agreement and the transactions
closed pursuant to the Agreement.
Now, therefore, PTEK and the Xxxx Group hereby agree as follows:
1. The Agreement and the transactions closed pursuant to the
Agreement are hereby rescinded.
2. PTEK is contemporaneously herewith transferring to the
Xxxx Group 3,284 shares of voting Common Stock of Quinstone
Industries, Inc. (the "Company") (1,642 shares to each member
of the Xxxx Group) and is contemporaneously herewith
delivering to the Xxxx Group the corporate minute book of the
Company.
3. The Xxxx Group hereby authorizes PTEK to cancel 750,000 shares
of Common Stock of PTEK delivered to the Xxxx Group at Closing
in exchange for the shares of the Company. Each member of the
Xxxx Group hereby agrees to deliver to PTEK within ten (10)
days of the date hereof the share certificates representing
the shares of PTEK transferred to it pursuant to the
Agreement.
4. The Xxxx Group and PTEK hereby rescind that certain
Registration Rights Agreement dated September 16, 1996,
pertaining to the PTEK shares previously
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delivered to the Xxxx Group.
5. PTEK hereby represents and warrants to the Xxxx Group
(i) that PTEK has not transferred any assets out of the
Company to PTEK or its affiliates, has not caused the Company
to guaranty or otherwise become liable for any obligations of
PTEK or its affiliates and has operated the Company only in
the ordinary course and (ii) that the shares of the Company
transferred to the Xxxx Group pursuant to this Agreement are
free and clear of any lien, claim or encumbrance.
6. Each member of the Xxxx Group represents and warrants
to PTEK that the shares of PTEK to be delivered by it to PTEK
will be free and clear of any lien, claim or encumbrance when
delivered.
Dated this 22nd day of November, 1996.
Proactive Technologies, Inc.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Its: President
Rock Creek Partners, Ltd.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Its: General Partner
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
