STOCK EXCHANGE AGREEMENT
QuinStone Industries, Inc.
This Stock Exchange Agreement (Agreement) is entered into this 16th day
of September, 1996, by and among PROACTIVE TECHNOLOGIES, INC., a Delaware
corporation (hereinafter referred to as PTEK), and ▇▇▇▇▇ ▇. ▇▇▇▇ and ROCK
CREEK PARTNERS, LTD., a Florida Limited Partnership, (hereinafter collectively
referred to as ▇▇▇▇ Group).
WHEREAS, ▇▇▇▇ Group is the owner of record and together beneficially own
eighty two per cent (82%) of the issued and outstanding shares of the Voting
Common Stock (the Shares) of QuinStone Industries, Inc. (the Company) and the
▇▇▇▇ Group's desire to exchange all of their issued and outstanding shares of
the Company for voting stock of PTEK, and PTEK wishes to acquire all of the
▇▇▇▇ Groups' outstanding shares of the Company as follows:
▇▇▇▇▇ ▇. ▇▇▇▇ 41% 1,642 shares
Rock Creek
Partners, Ltd. 41% 1,642 shares
TOTAL SHARES OF COMPANY 82% 3,284 shares
WHEREAS, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I.
EXCHANGE OF THE SHARES
1.1 Exchange. Subject to the terms and conditions hereof, at the Closing
(as defined below), ▇▇▇▇ Group agrees to assign, transfer, convey and deliver
to PTEK, and PTEK agrees to acquire from ▇▇▇▇ Group, 3,284 shares of QuinStone
voting common stock in exchange for 750,000 shares of voting common stock of
PTEK (the Exchange Shares).
1.2 Closing. The exchange shall be consummated at the Closing to take
place at the office of the PTEK on or before September 9, 1996, unless
otherwise mutually agreed upon by the parties.
1.3 Exchange Shares. The individual disbursement of Exchange Shares
shall be issued as follows:
▇▇▇▇▇ ▇. ▇▇▇▇ 50% 375,000 PTEK shares
Rock Creek Partners, Ltd.
50% 375,000 PTEK shares
TOTAL 100% 750,000
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1. Representations and Warranties of ▇▇▇▇ Group. ▇▇▇▇ Group represents
and warrant to PTEK as follows:
A.) Organization. The Company is a corporation, duly incorporated,
validly existing in good standing under the laws of the State of Florida, and
has all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business.
B.) Authorized Capitalization. The authorized capitalization of
the Company consists of Four Thousand One Hundred and Five (4,105) Shares
of $1.00 par value Common Stock, of which Three Thousand Nine Hundred and
Seventy Three (3,973) shares have been issued and are outstanding. The Shares
have been duly authorized, validly issued, are fully paid are non assessable
and have no liability attaching to the ownership thereof. To the best of ▇▇▇▇
Group's knowledge, the Company does not have any outstanding rights, call,
options, which obligate it to issue any of its shares of Capital Stock,
whether authorized or not. To the best of ▇▇▇▇ Group's knowledge, the Company
is not bound by any agreement, contract, arrangement or understanding, whether
oral or written, giving any person or entity the right to participate, share
in, or in any way, obligating the Company to distribute any portion of its
income, profits or assets.
C. Company's Financial Statements. To the knowledge of the ▇▇▇▇
Group, the Company's statements, dated July 31, 1996, are complete, were
prepared in accordance with generally accepted accounting principles applied
on a basis consistent with prior periods and fairly present the financial
position of the Company as of July 31, 1996. Except as disclosed in the
financial statements, the company is not aware of any material liabilities for
which the Company is liable or will become liable in the future, other than
liabilities arising in the ordinary course. ▇▇▇▇ Group agrees to provide said
financial to the PTEK or his agents prior to execution.
D Taxes. To the knowledge of the ▇▇▇▇ Group, the Company has filed
all taxes, state, federal, and local, as well as any other reports and returns
which were required to be filed and there exists a substantial basis in law or
fact for any positions taken in such reports. To the best of the knowledge of
the ▇▇▇▇ Group, there are no back taxes, penalties or interest due at this
time.
E. Books and Records. To the knowledge of ▇▇▇▇ Group, the Company's
books and records are complete and correct and have been maintained according
to good business practices and accurately reflect in all material respects
reflects the business, financial condition and results of the operation of the
Company as set forth in the Company's Financial statements.
F Insurance. To the knowledge of the ▇▇▇▇ Group, the Company has
the following insurance associated with its policies of general liability,
fire and extended coverage, worker's compensation, products liability,
property and indemnity and performance bonds and has delivered copies of same
to PTEK prior to execution, and is not in default with any provisions thereof,
and said insurance is sufficient for compliance by Company with all
requirements of law and all agreements affecting Company. These coverages
will remain in full force and effect through Closing of this transaction and
will not be affected by, terminate or lapse by reason of the transactions
contemplated in this Agreement.
G. Material Agreements. To the knowledge of the ▇▇▇▇ Group, all
material agreements, employment agreements, contracts or other material
arrangement with any officer, director or shareholder of the Company or any
relative of such person, or any agreements which would have a material affect
on the business, financial condition, results of operation, assets,
liabilities, or prospects of the Company have been disclosed to PTEK prior to
execution of this Agreement.
H Permits. To the knowledge of the ▇▇▇▇ Group, all necessary permits,
licenses, approvals, or other authorizations that are materially necessary for
the conduct of its business will be shown to PTEK prior to execution, all of
which are still in full force and effect and will continue to be owned by the
Company after Closing.
I. Compliance. To the knowledge of the ▇▇▇▇ Group, the Company is
not in violation of any federal, state or local law, ordinance or rule or
regulation applicable to its business, nor has it received any actual or
threatened complaint, notice or citation of violation from any governmental
authority. Further, to the knowledge of the ▇▇▇▇ Group, the Company is in
compliance with all applicable pollution control and environmental laws, rules
and regulations in all material respects, and has no environmental licenses,
permits or authorizations.
J. Litigation. To the knowledge of the ▇▇▇▇ Group, there are no
actions, suits, claims, complaints, proceedings pending or threatened against
the Company or the ▇▇▇▇ Group, or either of them, at law or in equity, except
as disclosed in Exhibit B; and there are no facts which would provide a
legitimate basis for any such action, suit or proceeding, which if decided
against the Company or ▇▇▇▇ Group or either of them, would have a materially
adverse effect on the Company. Further, to the knowledge of the ▇▇▇▇ Group,
there are no outstanding orders, judgments or decrees of any person or
governmental authority which specifically affect the Company or any of its
assets.
K. Validity of existing contracts. To the knowledge of the ▇▇▇▇
Group, all material contracts, agreements. Leases and licenses, which the
Company is a party or by which any of its properties or assets are bound or
affected, are valid and in full force and effect; and to the knowledge of the
▇▇▇▇ Group, no breach or default exists, or upon giving timely notice, would
exist on the part of the Company or of any other party.
L. No material changes. Since July 31, 1996, there have been no
actual or threatened developments of a nature that is materially adverse or
materially adversely affects the business, financial condition of the
business, its assets, liabilities or prospects, except as disclosed in Exhibit
C.
M. Fees. All negotiations relating to this Transaction has been
conducted in such a manner so as not to give rise to any finder's fees,
broker's commissions, or advisory fees as a result of ▇▇▇▇ Group's conduct.
N. Full Disclosure. To the knowledge of the ▇▇▇▇ Group, all
statements of the ▇▇▇▇ Group contained i n this Agreement and other
documentation delivered on behalf of the ▇▇▇▇ Group to PTEK are true and
correct in all material respects and do not omit any material fact necessary
to make the statements contained therein no misleading in light of the
circumstances under which they were made.There are no facts known to the ▇▇▇▇
Group, which could have a materially adverse affect on the business, financial
condition, results of operation, assets, liabilities, or prospects of the
Company, which have not been disclosed to PTEK in this Agreement or its
exhibits, or which are not known by PTEK.
O. Title to the Shares. At Closing, ▇▇▇▇ Group shall own of record
and beneficially the number of shares listed in Paragraph 1.3 of the Company,
free and clear of all encumbrances, liens, pledges, claims, options, charges
and assessments of any nature whatsoever, with full right and authority to
transfer said shares to PTEK. No person has any preemptive rights or rights
of first refusal with respect to any of the shares. There exists no voting
agreement, voting trust, or outstanding proxy with respect to any of the
shares, nor are there any outstanding rights options, warrants, or calls with
respect to the Shares.
2.2 Representations of the Warranties of PTEK. PTEK represents and warrants
to ▇▇▇▇ Group as follows:
a. Organization. PTEK is a corporation, duly incorporated, validly
existing, and in good standing under the laws of the State of Delaware, and
has all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business.
b. Authority. PTEK has full power and authority to execute and
deliver this Agreement and to consummate and perform the transactions
contemplated thereby. These agreements shall constitute legal and binding
obligations on the PTEK, enforceab le in accordance with their terms.
No consent or approval must be obtained from any other person or entity.
Further, to the best of PTEK's knowledge, the consummation and performance of
the transactions contained herein do not conflict with, require the approval
of , result in a breach or default hereunder, or give to another any interest
or right of termination, cancellation or acceleration, in or with respect to,
any material agreement to which PTEK is a party or by which PTEK or any of its
material assets or properties are affected.
c. No Litigation. There are no actions, suits, claims, complaints, or
proceedings pending or threatened against PTEK, at law or in equity, or before
any governmental department ,except as disclosed in Exhibit D; and there are
no facts which would provide a legitimate basis for any such action, suit, or
proceeding, which, if determined adversely to the PTEK, which would have a
material affect on the PTEK. There are no judgments, orders, or decrees
outstanding which specifically apply to PTEK or any of the PTEK's assets.
d. Authorized Capitalization. The authorized capitalization of the
PTEK consists of Sixty Million (60,000,000) Shares of $0.04 par value Common
Stock, of which Thirteen Million One Hundred Ninety Five Thousand Four Hundred
Twenty Three (13,195,423) shares have been issued and are outstanding. The
Shares have been duly authorized, validly issued, are fully paid are non
assessable and have no liability attaching to the ownership thereof. To the
best of PTEK's knowledge, PTEK does not have any outstanding rights, call,
options, which obligate it to issue any of its shares of Capital Stock,
whether authorized or not. To the best of PTEK's knowledge, PTEK is not bound
by any agreement, contract, arrangement or understanding, whether oral or
written, giving any person or entity the right to participate, share in, or in
any way, obligating PTEK to distribute any portion of its income, profits or
assets.
e. PTEK's Financial Statements. To the knowledge of the PTEK, its
financial statements, consisting of the June 30, 1995 Form 10-KSB, the
September 30, 1995 Form 10-QSB, the December 31, 1995 Form 10-QSB, and the
March 31, 1996 Form 10-QSB, are all complete, were prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
prior periods and fairly present the financial position of the PTEK as of the
date thereof. Except as disclosed in such financial statements, PTEK is not
aware of any material liabilities for which PTEK is liable or will become
liable in the future, other than liabilities arising in the ordinary course.
f. Taxes. To the knowledge of the PTEK, PTEK has filed all taxes,
state, federal, and local, as well as any other reports and returns which were
required to be filed and there exists a substantial basis in law or fact for
any positions taken in such reports. To the best of the knowledge of the
PTEK, there are no back taxes, penalties or interest due at this time.
g. Books and Records. To the knowledge of PTEK, PTEK's books and
records are complete and correct and have been maintained according to good
business practices and accurately reflect in all material respects reflects
the business, financial condition and results of the operation of the PTEK as
set forth in the PTEK's Financial statements.
h. Insurance. To the knowledge of the PTEK, PTEK has insurance
associated with its policies of general liability, fire and extended coverage,
worker's compensation, products liability, property and indemnity and
performance bonds and has delivered copies of same to ▇▇▇▇ Group prior to
execution of this Agreement, and is not in default with any provisions
thereof, and said insurance is sufficient for compliance by PTEK with all
requirements of law and all agreements affecting PTEK. These coverages will
remain in full force and effect through Closing of this transaction and will
not be affected by, terminate or lapse by reason of the transactions
contemplated in this Agreement.
i. Material Agreements. To the knowledge of the PTEK, all material
agreements, employment agreements, contracts or other material arrangement
with any officer, director or shareholder of PTEK or any relative of such
person, or any agreements which would have a material affect on the business,
financial condition, results of operation, assets, liabilities, or prospects
of the PTEK have been disclosed to ▇▇▇▇ Group prior to execution of this
Agreement.
j. Permits. To the knowledge of the PTEK, all necessary permits,
licenses, approvals, or other authorizations that are materially necessary for
the conduct of its business will be shown to the ▇▇▇▇ Group prior to
execution, all of which are still in full force and effect.
k. Compliance. To the knowledge of the PTEK, PTEK is not in
violation of any federal, state or local law, ordinance or rule or regulation
applicable to its business, nor has it received any actual or threatened
complaint, notice or citation of violation from any governmental authority.
Further, to the knowledge of the PTEK, PTEK is in compliance with all
applicable pollution control and environmental laws, rules and regulations in
all material respects, and has no environmental licenses, permits or
authorizations.
l. Validity of existing contracts. To the knowledge of the PTEK, all
material contracts, agreements, leases and licenses, which the PTEK is a party
or by which any of its properties or assets are bound or affected, are valid
and in full force and effect; and no breach or default exists, or upon giving
timely notice, would exist on the part of the PTEK or of any other party.
m. No material changes. Since March 31, 1996, there have been no
actual or threatened developments of a nature that is materially adverse or
materially adversely affects the business, financial condition of the
business, its assets, liabilities or prospects, except as disclosed in Exhibit
E.
n. Fees. All negotiations relating to this Transaction has been
conducted in such a manner so as not to give rise to any finder's fees,
broker's commissions, or advisory fees as a result of PTEK's conduct.
o. Full Disclosure. To the knowledge of the PTEK, all statements of
the PTEK contained i n this Agreement and other documentation delivered on
behalf of the PTEK to ▇▇▇▇ Group are true and correct in all material
respects and do not omit any material fact necessary to make the statements
contained therein no misleading in light of the circumstances under which they
were made.There are no facts known to the PTEK, which could have a materially
adverse affect on the business, financial condition, results of operation,
assets, liabilities, or prospects of the PTEK, which have not been disclosed
to ▇▇▇▇ Group in this Agreement or its exhibits, or which are not known by
▇▇▇▇ Group.
p. Title to the Shares. At Closing, PTEK shall transfer to ▇▇▇▇
Group of record and beneficially the number of PTEK's Exchange Shares listed
in Paragraph 1.3, free and clear of all encumbrances, liens, pledges, claims,
options, charges and assessments of any nature whatsoever. No person has any
preemptive rights or rights of first refusal with respect to any of the
Exchange Shares. There exists no voting agreement, voting trust, or
outstanding proxy with respect to any of the Exchange Shares, nor are there
any outstanding rights options, warrants, or calls with respect to the
Exchange Shares.
ARTICLE III.
COVENANTS.
3.1 Covenants of the ▇▇▇▇ Group. The ▇▇▇▇ Group covenants and agrees that it
will use their best efforts, subject to their obligations to the Company, from
the date hereof to the closing without the prior written consent of PTEK to
cause the following to occur:
a. Ordinary Course of Business. The Company will operate its business
only in the ordinary course, and will use its best efforts to preserve the
Company's business, organization, goodwill and relationships with persons
having business dealings with the Company.
b. Maintain Equipment and Properties. The Company will maintain all of
its equipment and properties in good working order and repair, (reasonable
wear and tear excepted) and will take all necessary steps to maintain in full
force and effect its patents trademarks, trade names, goodwill and other
intangible assets.
c. Compensation and Indebtedness. The Company will not enter or
alter any employment agreement or increase any compensation to any officer or
employee or enter into any collective bargaining agreements. Also, the Company
will not make any loans or enter into any transaction, agreement, arrangement
or understanding of any material nature with any of its officers, directors,
or employees. Further, the Company will not create, incur, assume or otherwise
guarantee any obligation for borrowed money, indebtedness, lease, except in
the ordinary course of business consistent with past practices.
d. No Amendments. The Company will not amend its corporate charter,
articles or bylaws without prior consent of PTEK, and Company will maintain
its corporate existence, licenses, permits powers, and rights in full force
and effect.
e. No Disposition or Encumbrance. Except in the ordinary course of
business consistent with past practice, the Company will not dispose of any
asset of the Company, or satisfy any liability or obligation, except for
previously scheduled repayment of debt. Further, the Company will not cancel
or compromise any debt or encumbrance, grant any rights under concessions,
licenses, agreements, patents, inventions, technology or process with respect
to any know-how, or modify or terminate any existing license, lease or
contract.
f. Insurance. The Company will maintain in effect all current
insurance policies.
g. No dividends. The Company will not declare, set aside or pay any
dividends or other distributions of any nature whatsoever.
h. No Breach and Due Compliance. The Company will not do any act or
omit to do any act which would cause a breach of any of its material
contracts. Further, the Company will comply with all laws, regulations and
rules applicable to it and to the conduct of its business. The Company will
also not amend, terminate, or waive any material right, whether or not in the
ordinary course of business, without prior written consent of PTEK.
i. Notice of Change. The Company will promptly advise PTEK in writing
of any material adverse change, or of the occurrence of an event which
involves any substantial possibility of a material adverse, in its business,
financial condition, results of operations, assets, liabilities, or prospects.
j. Corporate Disclosure. The ▇▇▇▇ Group has provided PTEK with
copies of the Articles of Incorporation and all Amendments filed with the
Secretary of State of Florida and with a copy of the Amended ByLaws of the
Company. The ByLaws provide there shall be not less than three nor more than
nine directors. The Corporate Minute Book reflects there are currently two
(2) persons serving as directors of the Company. The ▇▇▇▇ Group agrees to
elect three (3) directors of PTEK's choice to the Board by majority
shareholder written consent immediately prior to the Closing pursuant to this
Agreement.
3.2 Covenants of the PTEK. PTEK agrees that it will cause the following to
occur:
a. Registration of Exchange Shares. Cause the Exchange Shares to be
registered with the SEC, within one year from the date hereof in accordance
with the Registration Rights Agreement. If PTEK fails to comply with the
foregoing or fails to maintain such registration in effect until termination
of the Registration Rights Agreement, PTEK shall, upon demand by ▇▇▇▇ Group
issue and deliver 225,000 additional shares of PTEK voting common stock to
▇▇▇▇ Group, adjusted appropriately for stock dividends, stock splits, and
other corporate transactions.
c. Tax Free Reorganization. The parties agree that this transaction is
intended to be a B reorganization under Section 368(a) (1) (B) of the Internal
Revenue Code of 1986. While neither party is warranting such to the other
with regard to this exchange, PTEK agrees not to acquire any additional
shares of Company through any other means other than solely though the
issuance of its voting stock so as not to cause the transaction described in
this agreement to be disqualified as a B reorganization. If PTEK does wish to
acquire additional shares of the Company through any other means other than
the transfer of its voting shares, it may do so only with the express written
consent of the ▇▇▇▇ Group, which consent will not be unreasonably withheld
upon the delivery of (I.) An opinion of counsel satisfactory to ▇▇▇▇ Group
that such acquisition will not cause the transaction described herein to be
disqualified as a B reorganization, and (ii.) an indemnification agreement
whereby PTEK agrees to indemnify ▇▇▇▇ Group from any federal income taxes,
penalties and interest therein and reasonable attorneys fees and costs
contesting same, payable as a result of the acquisition by means other than
solely by transfer of its voting stock, causing this transaction not to
qualify as a B reorganization.
ARTICLE IV.
CONDITIONS PRECEDENT TO CLOSE
The obligation of PTEK and ▇▇▇▇ Group to close the Transaction contemplated
hereunder is subject to fulfillment by the ▇▇▇▇ Group and PTEK of each of the
following conditions, which may be waived in whole or in part in writing:
4.1 Compliance with Representations, Warranties and Covenants. The
representations and warranties of ▇▇▇▇ Group and of the PTEK shall have been
true and correct when made and shall be true and correct as of the Closing
Date with the same force and effect as if made at Closing. The ▇▇▇▇ Group and
PTEK shall have performed all agreements, covenants and conditions required to
be performed prior to Closing. The Company shall have complied with the
statements in paragraph 3.1(a.) through 3.1(I.).
4.2 No Adverse Change. Subsequent to the date of this Agreement and the
Closing, there shall have been no event which has had a material adverse
effect upon the business, financial condition, results of operation, assets,
liabilities or prospects of the Company or the PTEK.
4.3 No Legal Proceeding. No suit, action, or other legal or
administrative proceeding before any court or other governmental agency shall
be pending seeking to enjoin the consummation of this Transaction by any
shareholder or director of the Company or of PTEK.
4.4 Documents to be Delivered by the ▇▇▇▇ Group. The ▇▇▇▇ Group shall have
delivered the following:
A. Stock certificates representing the Shares listed in Paragraph 1.3,
duly endorsed to PTEK and in blank or accompanied by duly executed stock
powers
B. A copy of the Articles of Incorporation and Bylaws of the Company,
as amended to date, certified as correct by the ▇▇▇▇ Group,
C. Certificate of Good Standing from the State of Florida.
D. Such other documents or certificates as shall be reasonably required
by PTEK or its attorney to close or consummate the transaction.
4.5 Documents to be delivered by PTEK.
A. PTEK shall have delivered a certificate of good standing from the
Secretary of State of the State of Delaware.
B. Stock Certificates representing the Exchange Shares duly issued to
the ▇▇▇▇ Group.
C. Registration Rights Agreement in the form of Exhibit.
D. A copy of the Articles of Incorporation and Bylaws of the PTEK, as
amended to date, certified as correct by the PTEK, and Resolution by the Board
of Directors authorizing this transaction.
E. Such other documents or certificates as shall be reasonably required
by ▇▇▇▇ Group or its attorney to close or consummate the transaction.
ARTICLE V.
MISCELLANEOUS
5.1 Modification. PTEK and the ▇▇▇▇ Group may amend, modify, or supplement
this Agreement in any manner as they mutually agree only in writing.
5.2 Termination and Abandonment. This agreement may be terminated and the
exchange of the shares may be abandoned before this Closing:
a. By the mutual consent of the ▇▇▇▇ Group, and the PTEK.
b. By PTEK, if the representations and warranties of the ▇▇▇▇ Group
set forth shall not be accurate; or any of the conditions precedent set forth
in Article IV shall not have been satisfied in all material respects; or
c. By the ▇▇▇▇ Group, if the representations and warranties of PTEK set
forth herein shall not be accurate, or any of the conditions precedent set
forth in Article IV shall not have been satisfied in all materials respects.
d. By any party not in default if the Closing shall not have occurred
on or before August 31, 1996.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefore.
5.3 Assignability. ▇▇▇▇ Group or PTEK may not assign this Agreement without
the express, prior, written consent of the other party.
5.4 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.
5.5 Applicable Law. This Agreement and Transaction is are made pursuant
to and will be construed under, the laws of Florida.
5.6 Notices. All notices, requests, demands and other communication
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, certified return receipt requested to:
a.) If to PTEK, to:
Proactive Technologies, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With Copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Esquire
▇▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
b.) If to ▇▇▇▇ Group, to:
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With Copy to:
▇▇▇▇▇ ▇. Main, Esquire
▇▇▇▇▇▇▇▇▇, Main, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Demont, P.A.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Any change in addresses may be made provided written notice is given to the
other parties.
5.7 Headings. The headings contained herein are for reference only and do not
affect in any way the meaning or interpretation of this agreement.
5.8 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.
5.9 Attorneys Fees and Expenses. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable
attorneys' fees and expenses and court costs.
5.10 Integration. This Agreement and all documents and instruments executed
pursuant hereto merge and integrate all prior agreements and representations
respecting the transactions, whether written or oral, and constitute the sole
agreement of the parties in connection therewith. This agreement has been
negotiated by and submitted to the scrutiny of both PTEK and ▇▇▇▇ Group and
shall be given a fair and reasonable interpretation in accordance with the
words hereof, without consideration or weight to its having been drafted by
either party.
5.11 Expenses. Each party shall pay all fees and expenses incurred by it
incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
5.12 Exhibits. The following is a list of the Exhibits attached to this Stock
Purchase Agreement:
Exhibit Section Identification
A. Registration Rights Agreement
B. Litigation of QuinStone
C. Material Changes in Quinstone
since 7/31/96
D. Litigation of Proactive
Technologies, Inc
.
E. Material Changes in Proactive
Technologies since 3/31/96
IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement
on the date first written above.
PTEK
PROACTIVE TECHNOLOGIES, INC.
Witness
By:
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Witness
▇▇▇▇ Group
Witness
▇▇▇▇▇ ▇. ▇▇▇▇
Witness
Witness Rock Creek Partners, Ltd.
By:
Witness Its General Partner