HOLD HARMLESS AGREEMENT
STATE OF GEORGIA
COUNTY OF XXXXX
This Hold Harmless Agreement made and entered into this the 15th day of
January, 1998 by and between Killearn, Inc., a Georgia Corporation
(hereinafter "Killearn") and The Xxxxxxxx Investment Fund, L.P. (hereinafter
"Xxxxxxxx") is as follows:
WHEREAS, on January 13, 0000, Xxxxx Xxxxxxxxx Xxxx xx Xxxxx Xxxxxx did sell,
assign, transfer, convey and set over unto Killearn, its successors and
assigns, all of its rights, powers, interests, remedies and options under, in
and to that certain Promissory Note from ProActive Technologies, Inc.
(hereinafter "ProActive") to First Community, dated September 17, 1997 in the
original principal amount of $866,869.43, (hereinafter called "Note")
together with all collateral securing said Note, including all of ProActive's
right title and interest in and to 288,650 shares of common stock in Killearn
Properties, Inc. (hereinafter "The Shares").
WHEREAS, Xxxxxxxx has agreed to purchase the Shares from Killearn.
WHEREAS, as consideration for Xxxxxxxx'x purchase of the Shares, Killearn has
agreed to hold harmless and indemnify Xxxxxxxx from and against certain
claims which may arise therefore.
NOW, THEREFORE, for and in consideration of the purchase of the Shares and
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledge by the parties, the parties do agree as follows:
1) Killearn shall hold harmless and indemnify Xxxxxxxx, its officers,
agents and employees from and against any and all claims, demands or suits
made or filed by ProActive arising from the purchase of the Shares.
2) In the event of such claim, Xxxxxxxx shall, within 5 days of the
receipt of such claim, provide Killearn with written notice of the existence
of such claim.
3) Killearn shall, within 15 days from receipt of such written notice
of claim, obtain the services of an Attorney or Attorneys to be selected by
Killearn to defend Xxxxxxxx. Killearn shall pay all costs and expenses
arising from the defense of such claim, including Attorney's fees. The
Attorney selected by Killearn, may represent Killearn, in the event both
Killearn and Xxxxxxxx are subject of ProActive's claims.
4) In the event of any conflict of interest which arises with respect
to the Attorney selected to defend Xxxxxxxx, Killearn shall select, at its
sole option, a replacement Attorney to defend Xxxxxxxx. In such instance,
Killearn shall continue to pay all Attorney's fees incurred in the defense of
any claims filed by ProActive.
5) Xxxxxxxx shall not compromise, settle or negotiate any claim
brought by ProActive against First Community arising from the purchase of the
Shares without the prior written consent of Killearn.
6) Killearn shall, in its sole discretion, settle,compromise or
negotiate any such claims raised by ProActive without the written consent of
Xxxxxxxx.
7) Killearn shall pay any Final Judgment of a court of competent
jurisdiction rendered against Xxxxxxxx, its officers, agents and employees in
favor of ProActive or any other person or entity as a result of the purchase
of the Shares.
In Witness Whereof, the parties have hereunto set their respective hands and
seals the day and year set forth above.
KILLEARN, INC.
BY: /s/ X.X. XXXXXXXX, XX.
------------------------------------
TITLE: President
Signed, sealed and delivered
In the presence of:
/s/ XXXXX XXXXXX
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Unofficial Witness
/s/ XXXXX X. XXXXXX
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Notary Public
My Commission Expires
THE XXXXXXXX INVESTMENT FUND, L.P.
BY: /s/ JAMED X. XXXXX
------------------------------------
TITLE: President of G.P.
BY:
TITLE:
Signed, sealed and delivered in the
Presence of:
/s/ XXXXX XXXXXX
---------------------------------------
Unofficial Witness
/s/ XXXXX X. XXXXXX
---------------------------------------
Notary Public
My Commission Expires:
