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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, Xxxxxxx 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 Purchase
Agreement dated the 20th day of May, 1996, as amended, (the "Agreement") and
the transactions described in the Agreement were closed in August, 1996. 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Agreement are hereby rescinded.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 within 10 days will transfer to the Xxxx Group 81,700
shares of voting Common Stock of Killearn Properties, Inc.
(the "Company").
3. The Xxxx Group hereby authorizes PTEK to cancel 326,800 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 any agreement regarding
registration pertaining to the PTEK shares previously
delivered to the Xxxx Group.
5. PTEK hereby represents and warrants to the Xxxx Group that the
shares of the Company transferred to the Xxxx Group pursuant
to this Agreement are free and
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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.
7. Xxxx Group hereby represents that it agrees with all decisions
PTEK and Xxxx X. Xxxxxx made relative to Killearn Properties,
Inc. through this date and release PTEK and Killearn and Xxxx
X. Xxxxxx of any and all liability associated with said
transactions.
Dated this 22nd day of November, 1996.
Proactive Technologies, Inc.
By: /s/ Xxxx X. Xxxxxx
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Its: President
Rock Creek Partners, Ltd.
By: /s/Xxxxx X. Xxxx
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Its: General Partner
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, individually and
on behalf of the Xxxxx X. Xxxx XXX
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
