INDEMNIFICATION AGREEMENT
THIS AGREEMENT, is made this _____ day of January, 1999, by and between
XXXX X. XXXXXX, of 0000 Xxxx Xxxx Xxxx, Xxxxxxxxxxx, XX 00000, (hereinafter
"Xxxxxx") , and PROACTIVE TECHNOLOGIES, INC., a Delaware corporation, whose
post office address is 0000 Xxxxx Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000.
(Hereinafter "PTE" or the "Company")
W I T N E S S E T H
WHEREAS, on or about January ____, 1999, the parties hereto have executed
or will execute a Stock Exchange Agreement whereby Xxxxxx will exchange
5,000,00 shares of restricted voting common stock of Proactive Technologies,
Inc. (AMEX:PTE) in exchange for 100% of the issued and outstanding shares of
Xxxxx Holdings, Inc., a wholly owned subsidiary of PTE.
WHEREAS, the Company, through its subsidiaries, Proactive First Holdings,
Inc., a Florida corporation, successor by Articles of Merger to Jamesmark,
Inc., a Florida corporation, Marketprice Properties, Inc., a Florida
corporation, North Beach Holdings, Inc., a Florida corporation and Proactive
First, Inc., a Florida corporation; Proactive First Holdings, Inc. of Georgia,
a Georgia corporation, Proactive First Holdings of Albany, Inc., a Georgia
corporation, Barrier Dunes Development Corporation, a Florida corporation, has
executed various obligations with various lenders on various property owned by
the Company through its subsidiaries, which obligations are in the form of
promissory notes secured by underlying mortgages on the various properties;
and
WHEREAS, as part and parcel of the above mentioned obligations secured by
property of the Company through its subsidiaries, Xxxxxx, and in some cases,
Xxxxxx'x spouse, XXXX XXXXXX, was required on many of the obligations to sign
as personal unconditional or conditional guarantor of said obligations.
WHEREAS, the parties have discussed this agreement and wish to
memorialize their agreement in writing.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1.The Company, as part and parcel of the consideration set forth above as
well as the consideration of the sale of his 5,000,000 shares of restricted
voting common stock, agrees to forever indemnify and hold harmless Xxxx and/or
Xxxx Xxxxxx from and against any and all claims suits damage or damages and or
loss or losses and or action or actions of any kind as a result of and arising
out of any liability associated with any debt of the Company on which Xxxx
and/or Xxxx Xxxxxx remains as a guarantor.
2.The Company agrees to use all reasonable effort to obtain a legal and
binding release, to the satisfaction of Xxxx and/or Xxxx Xxxxxx, or their
counsel, which removes Xxxx and/or Xxxx Xxxxxx as a guarantor from any loan on
which they remain, but in the event that said release is not obtained, then
the Company agrees as follows:
A.If the Company fails to pay any monthly interest payment or monthly or
quarterly principal and interest payment as obligated under any of the
aforementioned Notes and Mortgages on any obligation to any lender for a
delinquency period of fifteen (15) days, then the Company shall be deemed to
be in Default , and the Company agrees to deed any property underlying any
unpaid obligation to Xxxxxx immediately. In the event Company fails to so
deliver a deed for the aforementioned property in recordable form within three
(3) days after the fifteenth day, then Company shall be deemed to be in breach
and Xxxxxx may be allowed any and all available remedies provided under law,
including specific performance.
3.Representations and Warranties to Survive. Unless otherwise provided,
all of the representations and warranties contained in this Agreement and in
any certificate, exhibit or other document delivered pursuant to this
Agreement shall survive the Closing for a period of two (2) years, with the
exception of the indemnification, which shall survive until the notes
underlying the personal guaranty of Xxxxxx is paid in full. No investigation
or lack of investigation made by any party hereto or their representatives
shall constitute a waiver of any representations or warranty, and no such
representation or warranty shall be merged into Closing.
4. Modification. The Company or Xxxxxx may amend, modify, or
supplement this Agreement in any manner as they mutually agree only in
writing.
5. Assignability. PTE or Xxxxxx may not assign this Agreement
without the express prior written consent of each other.
6. Binding Effect. This Agreement, together with all other
documentation delivered as exhibits or part of this transaction constitute the
entire agreement between the parties. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, assigns of the parties hereto.
7. Governing Law. This Agreement and Transaction is are made
pursuant to and will be construed under, the laws of Florida.
8. Severability. If any one or more of the provisions of this
Agreement shall, for any reason, be construed to be invalid, illegal or
unenforceable under applicable law, this Agreement shall be construed as if
the invalid, illegal or unenforceable provision had never been contained
therein. The remaining provisions of this Agreement shall be given effect to
the maximum extent then permitted by law.
IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement
on the date first written above.
"PTE" or "COMPANY" "XXXXXX"
PROACTIVE TECHNOLOGIES, INC.
_________________________________ ___________________________________
By: Xxxxxx X. Xxxxx, Vice President By:Xxxx X. Xxxxxx
Signed, sealed and delivered Signed, sealed and delivered
in the presence of in the presence of
____________________________ _____________________________
Unofficial Witness Unofficial Witness
____________________________ (SEAL) _____________________________ (SEAL)
Notary Public Notary Public
My commission expires: My commission expires:
______________________________ ___________________________
