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EXHIBIT 2
PUT AND CALL AGREEMENT
THIS PUT AND CALL AGREEMENT ("Agreement") is made and entered into as
of December 24, 1997, by and between O. XXXXX XXXXXXX and XXX XXXXXXXXXXX
XXXXXXX, a resident of Tennessee, ("Stockholders"), and PROACTIVE TECHNOLOGIES,
INC., a Delaware corporation ("Stockbuyer").
WHEREAS, Stockholders wish to sell to Stockbuyer FORTY THOUSAND FIVE
HUNDRED (40, 500) Shares of common stock of Killearn Properties, Inc., a Florida
corporation (the "Common Stock") held as a tenancy in common;
WHEREAS, Stockbuyer wishes to purchase the Common Stock from
Stockholders;
WHEREAS, Stockholders wish to have a right to put the Common Stock to
Stockbuyer during the term of this Agreement; and
WHEREAS, Stockbuyer wishes to have a right to call the Common Stock
from Stockholders during the term of this Agreement;
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration paid by each party to the other, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Grant of Put
During the Term of this Agreement, Stockbuyer hereby agrees to purchase
from Stockholders all, but not less than all, the Common Stock held by
Stockholders that Stockholders put to Stockbuyer for the Purchase Price set
forth below and on the terms and conditions set forth in this Agreement (the
"Put").
2.
Grant of Call
During the Term of this Agreement, Stockholders hereby agree to sell to
Stockbuyer all, but not less than all, the Common Stock held by Stockholders
that Stockbuyer calls from Stockholders for the Purchase Price set forth below
and on the terms and conditions set forth in this Agreement (the "Call").
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3.
Purchase Price
Upon exercise of the Put or the Call, the purchase price per share to
be paid by Stockbuyer (the "Purchase Price") for the shares of Common Stock
shall be Nine Dollars and Fifty Cents ($9.50) per share or THREE HUNDRED
EIGHTY-FOUR THOUSAND, SEVEN HUNDRED FIFTY DOLLARS ($384,750) for all the Common
Stock, payable, at Stockbuyer's discretion, by wire transfer of immediately
available funds, a certified or bank cashier's check or by delivery of a
promissory note from Stockbuyer bearing interest at the prime rate plus one
percent (1%), with principal and accrued interest due on the earlier of 180 days
from the date of the note or when the remaining shareholders of Killearn
Properties, Inc. are paid their consideration under the proposed merger.
4.
Term and Method of Exercising Put and Call
(a) The Put and Call may be exercised for six (6) months (the "Term")
from the date of this Agreement.
(b) The Put may be exercised by Stockholders by giving Stockbuyer a
written notice during the Term of this Agreement requesting Stockbuyer to
purchase the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price
within ten (10) days of receipt of such notice. Upon receipt of the Purchase
Price, Stockholders shall deliver to Stockbuyer the stock certificate(s)
representing the Common Stock along with any and all stock powers or other
transfer instruments as may be reasonably required by Stockbuyer.
(c) The Call may be exercised by Stockbuyer by giving Stockholders a
written notice during the Term of this Agreement requesting Stockholders to sell
the Common Stock. Stockbuyer shall pay Stockholders the Purchase Price within
five (5) days of receipt of such notice. Upon receipt of the Purchase Price,
Stockholders shall deliver to Stockbuyer the stock certificate(s) representing
the Common Stock along with any and all stock powers or other transfer
instruments as may be reasonably required by Stockbuyer.
(d) In the event that Stockbuyer elects to deliver a promissory note in
satisfaction of the Purchase Price as authorized in Paragraph 3, above,
Stockbuyer hereby agrees that Stockholder may retain physical possession of the
certificates representing the shares of Common Stock in order to establish a
perfected security interest in such shares pending payment of the promissory
note, and Stockholder agrees that Stockbuyer shall receive in the interim all
other rights with respect to such shares, including the right to vote such
shares of Common Stock and to receive dividends or distributions declared
thereon.
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5.
Non-Transferability of Put and Call
Neither the Put nor the Call shall be sold, assigned, transferred,
pledged or hypothecated in any way by either party without the prior written
consent of the other party and shall not be subject to execution, attachment or
any similar process.
6.
Adjustments
In the event that the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of Killearn Properties, Inc. or of another corporation or other
entity by reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares, stock split, stock dividend or similar
transaction, the rights under this Agreement (both as to the number and type of
shares obtainable upon exercise of the Put or Call and the Purchase Price) shall
be adjusted appropriately.
7.
Notices
Any notice, request, document or other communication pertaining to this
Agreement shall be deemed to be sufficiently given upon personal delivery to the
other party, or by telecopy delivery (confirmed receipt), or upon depositing
same in the United States mail, return receipt requested, properly addressed to
the respective parties or such other address as they may give to the other party
in writing in the same manner as follows:
Stockholders: O. Xxxxx Xxxxxxx
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Stockbuyer: Proactive Technologies, Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Telecopier No.: (000) 000-0000
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8.
Miscellaneous
This Agreement shall be governed by, and enforced and construed in
accordance with, the laws of the State of Delaware. This Agreement contains the
entire understanding of the parties hereto and supersedes any prior
understanding and/or written or oral agreement between them respecting the
subject matter hereof. No revision, modification or change of this Agreement
whatsoever shall be claimed or become valid unless the same is in writing and
executed by Stockbuyer and by Stockholders. This Agreement may be signed in
counterparts, each of which shall be an original and all of which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
STOCKHOLDERS:
/s/ O. Xxxxx Xxxxxxx (SEAL)
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O. Xxxxx Xxxxxxx
STOCKBUYER:
PROACTIVE TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
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