EXHIBIT 10.15
CONFIDENTIAL
PURCHASE AND SALE AND RELEASE AGREEMENT
THIS PURCHASE AND SALE AND RELEASE AGREEMENT (the "Agreement") is made and
entered into as of the 27 day of February, 2003 (the "Effective Date"), by and
among Color Imaging, Inc., a Delaware corporation (the "Company") and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, a resident of United Kingdom ("▇▇. ▇▇▇▇▇▇▇").
WITNESSETH
WHEREAS, ▇▇. ▇▇▇▇▇▇▇ acquired 150,000 shares of the Common Stock of the
Company ("▇▇▇▇▇▇▇ Shares") and a warrant to purchase 300,000 shares of the
Common Stock of the Company ("▇▇▇▇▇▇▇ Warrant") pursuant to that certain Private
Placement completed in 2001;
WHEREAS, ▇▇. ▇▇▇▇▇▇▇ is now dissatisfied with the investment related
thereto, including the timing of, and the divestiture of, Logical Imaging
Solutions by the Company, the ▇▇▇▇▇▇▇ Warrant being for two years per the
documentation when ▇▇. ▇▇▇▇▇▇▇ believed the ▇▇▇▇▇▇▇ Warrant was for three years,
the delay of the Company's registration statement being effective, and the
involvement of the Company with Wall Street Consulting Corp., which was a factor
in the delay of the Company's registration statement being effective, and other
related broker dealer issues;
WHEREAS, ▇▇. ▇▇▇▇▇▇▇ desires to sell, and the Company desires to purchase
the ▇▇▇▇▇▇▇ Shares and the ▇▇▇▇▇▇▇ Warrant (collectively, the "Securities").
IT IS THEREFORE AGREED, in consideration of the mutual promises, covenants
and premises herein, for good and valuable consideration simultaneously
exchanged between the Company and the ▇▇. ▇▇▇▇▇▇▇, the receipt and sufficiency
of which are hereby expressly acknowledged, the parties hereto mutually covenant
and agree as follows:
1. Sale of Securities. ▇▇. ▇▇▇▇▇▇▇ hereby sells and assigns to the Company,
and the Company hereby purchases, the Securities free and clear of all
encumbrances or restrictions for an aggregate purchase price of U.S. Three
Hundred Thousand Dollars ($300,000), payable in accordance with the payment
schedule attached hereto as Exhibit A. At any time prior to the payment for all
of the Securities by the Company, ▇▇. ▇▇▇▇▇▇▇ shall have the one-time right to
cancel his sale of the Securities not yet paid for by the Company upon written
notice to the Company. Upon receipt of such notice, the Company shall not be
obligated to purchase the remaining Securities. For example, if ▇▇. ▇▇▇▇▇▇▇
delivers a written notice of his intent to cease the sale of the remaining
Securities to the Company on October 1, 2003, ▇▇. ▇▇▇▇▇▇▇ will retain 33,332
shares of Common Stock of the Company and a warrant to purchase 66,664 shares of
Common Stock. The Company will have paid ▇▇. ▇▇▇▇▇▇▇ $233,336 and will have no
further obligation to purchase the shares and warrant shares retained by ▇▇.
▇▇▇▇▇▇▇.
2. Representations of ▇▇. ▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇ represents that he has the
legal right and power, and all consents, approvals and authorizations required
by law, to enter into this Agreement and to sell, transfer and deliver the
Securities in the manner provided in this Agreement. The Securities are free and
clear of any security interest, pledge, lien, charge, adverse claim of ownership
or use, or any restriction on ownership, use, voting, transfer or receipt of
dividends, or any encumbrance of any kind.
3. Representation of Company. The Company has all necessary corporate power
and authority to execute and deliver this Agreement. The Board of Directors of
the Company has duly approved and authorized the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.
4. Delivery of Documents and Securities. On the date hereof, ▇▇. ▇▇▇▇▇▇▇
has delivered to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, as Escrow Holder pursuant to those
certain Escrow Instructions attached hereto as Exhibit B (a) Stock Certificate
No. CI 0366 issued as of December 21, 2001, (b) both of the original ▇▇▇▇▇▇▇
Warrants, each for 150,000 shares, (c) nine executed stock powers covering the
transfer of the Securities (Medallion Signature Guaranteed), (d) this Agreement
executed by ▇▇. ▇▇▇▇▇▇▇, and (e) in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇ executes this
Agreement and the stock powers referenced above, on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
the executed Power of Attorney evidencing his authorization to act in such
capacity.
5. Confidentiality of this Agreement. The provisions of this Agreement
shall be considered proprietary information and held in confidence by the
parties and shall not be publicized or disclosed in any manner whatsoever,
except where required to enforce the terms of this Agreement. Notwithstanding
the prohibition in the preceding sentence: (a) ▇▇. ▇▇▇▇▇▇▇ may disclose this
Agreement, in confidence, to immediate family who agree to maintain the
information in confidence; (b) the parties may disclose this Agreement in
confidence to their attorneys, accountants, auditors, tax preparers, and
financial advisors who agree to maintain the information in confidence; (c) the
Company may disclose this Agreement to its employees, agents, and affiliates
only as necessary to perform the Agreement or to fulfill standard or legally
required corporate reporting or disclosure requirements; and (d) the parties may
disclose this Agreement insofar as such disclosure may be necessary to enforce
its terms or as otherwise required by law. In particular, and without
limitation, ▇▇. ▇▇▇▇▇▇▇ agrees not to discuss this Agreement and its terms with
present or former Company employees, shareholders or other individuals or
entities doing business with Company.
6. Non-Disparagement. ▇▇. ▇▇▇▇▇▇▇ shall not at anytime make false,
misleading or disparaging statements about the Company, its parent, subsidiaries
or affiliates, including any of their products, services, management, directors,
officers, employees, and customers.
7. Release of Company. (a) By signing this Agreement, ▇▇. ▇▇▇▇▇▇▇ on his
own behalf and that of his heirs and assigns hereby releases, acquits and
forever discharges the Company and its successors, assigns and affiliates,
shareholders, officers, directors, attorneys and agents, (other than the persons
covered by the assignment at Section 9 below) of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys' fees,
damages, indemnities and obligations of every kind and nature, other than the
claims assigned at Section 9 below (collectively "Claims"), in law, equity, or
otherwise, known or unknown, suspected or unsuspected, disclosed or undisclosed,
arising from or in any way related to agreements, events, acts or conduct at any
time prior to and including the Effective Date of this Agreement, including but
not limited to: (i) all Claims related to the purchase or repurchase of the
Securities offered and sold in the Company's private placement during 2001 in
which ▇▇. ▇▇▇▇▇▇▇ acquired the Securities; (ii) all Claims arising out of that
certain Subscription Agreement, dated December 24, 2002, by and between the
Company and ▇▇▇▇▇▇▇, (iii) all Claims related to the timing of, and the
2
divestiture of Logical Imaging Solutions by the Company, (iv) all Claims related
to the involvement of the Company with Wall Street Consultants, and (v) all
Claims pursuant to any federal, state or local law (including applicable
securities and corporate laws) or cause of action, tort law, contract law, and
breach of the implied covenant of good faith and fair dealing. ▇▇. ▇▇▇▇▇▇▇
further hereby covenants not to ▇▇▇ or otherwise initiate any legal proceedings
against the Company and its successors, assigns and affiliates and all officers,
directors, agents, shareholders, successors, assigns and affiliates of each of
the foregoing, arising from events, acts or conduct that occurred at any time
prior to or including the Effective Date of this Agreement.
(b) ▇▇. ▇▇▇▇▇▇▇ EXPRESSLY WAIVES WITH REGARD TO ANY UNKNOWN CLAIMS ANY AND
ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SS. 1542 WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
▇▇. ▇▇▇▇▇▇▇ ACKNOWLEDGES THAT HE MAY HAVE SUSTAINED DAMAGES, EXPENSES AND LOSSES
WHICH ARE PRESENTLY UNKNOWN OR NOT SUSPECTED, AND THAT SUCH CLAIMS, EXPENSES AND
LOSSES, IF ANY, MAY GIVE RISE TO ADDITIONAL CLAIMS FOR DAMAGES, EXPENSES AND
LOSSES IN THE FUTURE WHICH ARE NOT ANTICIPATED IN CONNECTION WITH THE SUBJECT OF
THIS AGREEMENT. NEVERTHELESS, ▇▇. ▇▇▇▇▇▇▇ ACKNOWLEDGES THAT THIS AGREEMENT HAS
BEEN SIGNED IN LIGHT OF THESE RISKS AND HE IS FULLY AWARE OF THESE CIRCUMSTANCES
AND EXPRESSLY WAIVES ALL RIGHTS HE MAY HAVE WITH RESPECT TO SUCH CLAIMS UNDER
CALIFORNIA CIVIL CODE SS. 1542, OR UNDER ANY OTHER STATE OR FEDERAL STATUTE OR
COMMON LAW PRINCIPLE.
8. Voluntary Action. Each party acknowledges that he or it, as the case may
be, executes this Agreement freely and voluntarily, without threat, duress,
coercion or promise of any future consideration not expressly set forth in this
Agreement. He further acknowledges that he has been advised by this writing that
he has been advised to consult with an attorney prior to executing this
Agreement.
9. Assignment of Third Party Claims; Cooperation. ▇▇. ▇▇▇▇▇▇▇ hereby
assigns and transfers to the Company all rights he has against ▇▇▇▇▇ ▇▇▇▇▇▇,
Lexington Ventures, Inc., ▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ & Co., Wall Street Consulting
Corp. (and its affiliates), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and any former director or officer
of the Company (the "Potential Defendants") arising from ▇▇. ▇▇▇▇▇▇▇'▇ purchase
of the Securities. In connection therewith, ▇▇. ▇▇▇▇▇▇▇ agrees to make available
to the Company, upon its written request, any and all records and documentation
in his possession relating to such purchase. ▇▇. ▇▇▇▇▇▇▇ shall cooperate with
the Company should it decide to pursue claims against the Potential Defendants.
3
10. Entire Agreement. This Agreement constitutes the complete, final and
exclusive embodiment of the entire agreement between the parties hereto with
respect to the subject matter hereof. This Agreement is executed without
reliance upon any promise, warranty or representation, written or oral, by any
party or any representative of any party other than those expressly contained
herein and it supersedes any other such promises, warranties or representations.
▇▇. ▇▇▇▇▇▇▇ acknowledges that he has carefully read this Agreement, has been
afforded the opportunity to be, and has been, advised of its meaning and
consequences by an attorney, and has signed the same of his own free will. This
Agreement may not be amended or modified except in a writing signed by all of
the parties hereto. Each party will bear all of his or its own costs or fees
incurred in connection with the making of this Agreement.
11. Severability. If a court of competent jurisdiction determines that any
term or provision of this Agreement is invalid or unenforceable, in whole or in
part, then the remaining terms and provision hereof shall be unimpaired. Such
court will have the authority to modify or replace the invalid or unenforceable
term or provision with a valid and enforceable term or provision that most
accurately represents the parties' intention with respect to the invalid or
unenforceable term or provision.
12. Warranties. ▇▇. ▇▇▇▇▇▇▇ warrants and represents that there are no liens
or claims of lien or assignments in law or equity or otherwise on or against any
of the claims or causes of action released herein and that he has not assigned
or otherwise transferred any of the claims or causes of action released herein,
except as provided herein. Further, ▇▇. ▇▇▇▇▇▇▇ affirms that he is fully
entitled and duly authorized to give his release and discharge as provided
herein.
13. Successors and Assigns. This Agreement shall bind the heirs, personal
representatives, successors, assigns, executors, and administrators of each
party, and inures to the benefit of each party, its or her heirs, successors and
assigns.
14. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
15. Jurisdiction and Venue. Any legal action or other formal dispute
resolution proceeding initiated by or arising between the parties and relating
to this Agreement shall be subject to the exclusive jurisdiction and venue of
the Superior Court of Los Angeles County, California, or the United States
District Court for the Central District of California.
16. Applicable Law. This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of Georgia without regard to
its conflicts of law principles.
17. Condition Precedent. The parties hereto acknowledge and agree that it
is his and its intention to complete this transaction simultaneously with the
purchase by the Company pursuant to that certain Purchase and Sale and Release
Agreement (the "▇▇▇▇▇ Agreement") by and between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇
of securities purchased from the Company by ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the
Company's Private Placement completed in 2001. In the event the transactions
contemplated by this Agreement and the ▇▇▇▇▇ Agreement are not closed
simultaneously, this Agreement shall be of no force or effect.
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18. Breach. Subject to Section 17 above, in the event the Company (a) fails
to deliver payment of the purchase price to the Escrow Holder for payment to ▇▇.
▇▇▇▇▇▇▇ in accordance with Section 1 above, or (b) fails to deliver payment of
the purchase price to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in accordance with Section 2 of the ▇▇▇▇▇
Agreement, ▇▇. ▇▇▇▇▇▇▇ may, in his sole discretion, elect to (a) enforce his
rights under this Agreement, or (b) waive any and all rights to pursue claims
for breach of contract or otherwise under this Agreement, and solely upon such
election to waive his rights hereunder, (i) Sections 4, 5, 6, 7 and 9 of this
Agreement shall be of no force or effect, and (ii) ▇▇. ▇▇▇▇▇▇▇ may pursue any
claims covered under Sections 4, 5, 6, 7 and 9 of this Agreement and (iii) any
amounts paid hereunder to ▇▇. ▇▇▇▇▇▇▇ by the Company and the Securities
purchased hereunder shall be taken into account in determining whether the
Company has any further obligation to ▇▇. ▇▇▇▇▇▇▇.
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IN WITNESS WHEREOF, the parties the parties hereto have executed this
Agreement as of the date first above written. COLOR IMAGING, INC.
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇
By: _______________________________
Its: Executive VP
Date Executed: 2-27-03
Sworn to and subscribed
before me this 27 day of
FEB, 2003
/S/ ▇▇▇▇ ▇▇▇▇▇
----------------------
Notary Public
[Seal]
NOTARY PUBLIC, GWINNETT COUNTY
MY COMMISSION EXPIRES MAY 29TH , 2004
▇▇. ▇▇▇▇▇▇▇:
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, pursuant to the executed
Power of Attorney attached hereto
and incorporated herein ("POA").
▇▇▇▇▇▇▇ ▇▇▇▇▇ represents and
warrants that his authorization
pursuant to the POA is true,
correct and complete, has not been
amended or modified and is in full
force and effect.
Date Executed: 02-38-03
Sworn to and subscribed
before me this 28th day of
FEBRUARY, 2003
/S/ ▇▇▇▇ ▇. ▇▇▇
----------------------
Notary Public
▇▇▇▇ ▇. ▇▇▇
Comm. # 1313769
SEAL OF NOTARY PUBLIC-CALIFORNIA
CALFORNIA Los Angeles County
My Comm. Expires Aug. 15, 2005
---------------------------------------------
[Seal]
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EXHIBIT A
2003 UNITS STOCK (1) WARRANTS (2) PAYMENT
--------------------- ------------ ------------- ---------------- -------------
March 31 16,672 16,672 33,344 $ 33,344
April 30 16,666 16,666 33,332 $ 33,332
May 31 16,666 16,666 33,332 $ 33,332
June 30 16,666 16,666 33,332 $ 33,332
July 31 16,666 16,666 33,332 $ 33,332
August 31 16,666 16,666 33,332 $ 33,332
September 30 16,666 16,666 33,332 $ 33,332
October 31 16,666 16,666 33,332 $ 33,332
November 30 16,666 16,666 33,332 $ 33,332
------------ ------------- ---------------- -------------
150,000 150,000 300,000 $ 300,000
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EXHIBIT B
ESCROW INSTRUCTIONS
These Escrow Instructions are given by Color Imaging, Inc., a Delaware
corporation (the "Company"), to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, a Georgia limited
liability partnership ("Escrow Holder").
1. ACQUISITION: The Company desires to purchase 150,000 shares of the
Common Stock of the Company ("▇▇▇▇▇▇▇ Shares") and a warrant to purchase 300,000
shares of the Common Stock of the Company ("▇▇▇▇▇▇▇ Warrant") from ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇").
2. ESTABLISHMENT OF THE ESCROW:
(a) Escrow Holder will open an escrow account (the "Escrow"), and the
Company will deliver to Escrow Holder for deposit into the Escrow an
aggregate of $300,000 (the "Purchase Price"), payable into Escrow in
accordance with the payment schedule attached hereto as Exhibit A together
with a full copy of that certain Purchase and Sale and Release Agreement
between the Company and ▇▇. ▇▇▇▇▇▇▇ (the "Purchase Agreement") executed by
the Company. All monies so deposited will be in the form of a company check
or bank check in favor of "▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP as Escrow Agent for
Color Imaging, Inc." Escrow Holder will hold all monies and other property
in the escrow as escrow agent, in trust, for the Company free from any
liens, claims or offsets, and such monies and other property shall not
become the property of ▇▇. ▇▇▇▇▇▇▇, nor subject to the debts thereof or the
debts of Escrow Holder, unless and until the conditions set forth in these
instructions to disbursement of such monies to ▇▇. ▇▇▇▇▇▇▇ have been fully
satisfied.
(b) ▇▇. ▇▇▇▇▇▇▇ will deliver to Escrow Holder those items set forth in
Section 4 of the Purchase Agreement (the "Securities"). Escrow Holder will
hold all such items in the escrow as escrow agent, in trust, for ▇▇.
▇▇▇▇▇▇▇ free from any liens, claims or offsets, and such items shall not
become the property of the Company, nor subject to the debts thereof or the
debts of Escrow Holders, unless and until the conditions set forth in these
instructions to disbursement of such items to the Company have been fully
satisfied.
3. INVESTMENT: All funds will be held by Escrow Holder in a bank account.
No funds will earn interest until Escrow Holder receives an I.R.S. Form W-9
completed and executed by ▇▇. ▇▇▇▇▇▇▇ and the Company's check has been collected
in good funds.
4. CLOSING: The Escrow will remain open until the earliest to occur of the
following (the "Closing Date"):
(a) Receipt by Escrow Holder of the Purchase Price from the Company
and the Securities from ▇▇. ▇▇▇▇▇▇▇;
8
(b) Receipt by Escrow Holder of the written notice from ▇▇. ▇▇▇▇▇▇▇ to
the Company that he is exercising his one-time right to cancel the sale of
the Securities not yet paid for by the Company;
(c) Subject to Section 5 below, cancellation of this Agreement or a
default under the Purchase Agreement;
(d) Five o'clock P.M. on December 31, 2003.
If on or prior to the Closing Date, Escrow Holder has received the Purchase
Price from the Company and the Securities from ▇▇. ▇▇▇▇▇▇▇, Escrow Holder will
disburse each installment of the Purchase Price as set forth on Exhibit A via
check or wire transfer and this Agreement executed by the Company in the Escrow
to ▇▇. ▇▇▇▇▇▇▇ at ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or pursuant to wire
transfer instructions provided by ▇▇. ▇▇▇▇▇▇▇ with the Securities delivered
pursuant to the Purchase Agreement and the Escrow Holder will disburse the
Securities to the Company at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ in accordance with the schedule set forth on Exhibit A.
Thereafter, the Escrow will be closed. Under no circumstances will Escrow Holder
be required to disburse any monies until the check therefore has been collected
in good funds.
5. CANCELLATION OR DEFAULT. In the event of the cancellation of this
Agreement or a breach of the Purchase Agreement, if one or more of the
installments payments of the Purchase Price has been delivered to Escrow Holder,
the Company will inform Escrow Holder of the breach or cancellation, and Escrow
Holder, upon receiving such notice, will (a) refund any monies currently held in
Escrow to the Company, and (b) will return any Securities not purchased by the
Company to ▇▇. ▇▇▇▇▇▇▇.
6. INSTRUCTIONS AND AMENDMENTS: All notices and instructions to Escrow
Holder must be in writing and may be delivered personally or mailed, certified
or registered mail, return receipt requested, addressed to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq. Unless otherwise provided herein, these instructions may
be amended or further instructions given only to the extent that such amendments
or instructions are consistent with, and do not add materially to, the
description of the Escrow contained in the Purchase Agreement.
7. INTENTIONALLY OMMITTED.
8. EXCULPATION: Escrow Holder will not be liable for:
(a) The genuineness, sufficiency, correctness as to form, manner or
execution or validity of any instrument deposited in the Escrow, nor the
identity, authority or rights of any person executing the same.
(b) Any misrepresentation or omission in the Purchase Agreement or any
failure to keep or comply with any of the provisions of any agreement,
contract, or other instrument referred to therein;
9
(c) The failure of the Company to transmit, or any delay in
transmitting, the Purchase Price to Escrow Holder; or
(d) The failure of ▇▇. ▇▇▇▇▇▇▇ to deliver the Securities to Escrow
Holder.
Escrow Holder's duties hereunder shall be limited to the safekeeping of
monies, instruments or other documents received by the Escrow Holder and any
further responsibilities expressly provided in this Escrow Agreement.
9. INTERPLEADER: In the event conflicting demands are made or notice served
upon Escrow Holder with respect to the Escrow, Escrow Holder shall have the
absolute right at its election to do either or both of the following:
(a) Withhold and stop all further proceedings in, and performance of,
this escrow; or
(b) File a suit in interpleader and obtain an order from the court
requiring the parties to litigate their several claims and rights among
themselves. In the event such interpleader suit is brought, Escrow Holder
shall be fully released from any obligation to perform any further duties
imposed upon it hereunder, and the Company shall pay Escrow Holder actual
costs, expenses and reasonable attorney's fees expended or incurred by
Escrow Holder, the amount thereof to be fixed and a judgment thereof to be
rendered by the court in such suit.
10. INDEMNITY: The Company further agrees to pay on demand, and to
indemnify and hold Escrow Holder harmless from and against all cost, damages,
judgments, attorney's fees, expenses, obligations and liabilities of any kind or
nature which, in good faith, Escrow Holder may incur or sustain in connection
with or arising out of the Escrow.
11. RESIGNATION OF ESCROW HOLDER: Escrow Holder may resign herefrom upon
fourteen (14) days prior written notice to the Company and shall thereupon be
fully released from any obligation to perform any further duties imposed upon it
thereunder. Escrow Holder will transfer all files and records relating to the
Escrow to any successor escrow holder upon receipt of a copy of the executed
escrow instructions designating such successor.
12. FACSIMILE: The Company agrees that Escrow Holder may, but need not,
honor and follow instructions, amendments or other orders ("orders") which shall
be provided by telephone facsimile transmission ("faxed") to Escrow Holder in
connection with this escrow and may act thereon without further inquiry and
regardless of by whom or by what means the actual or purported signature of the
Company may have been affixed thereto if such signature in Escrow Holder's sole
judgment resembles the signature of the Company. The Company indemnifies and
holds Escrow Holder free and harmless from any and all liability, suits, claims
or causes of action which may arise from loss or claim of loss resulting from
any forged, improper, wrongful or unauthorized faxed order. The Company agrees
to pay all actual attorney fees and cost reasonably incurred by Escrow Holder
(or allocable to its in-house counsel), in connection with said claim(s).
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13. OTHER:
(a) Time is of the essence of these and all additional or changed
instructions.
(b) These Escrow Instructions may be executed in counterparts, each of
which so executed shall, irrespective of the date of its execution and
delivery, be deemed an original, and said counterparts together shall
constitute one and the same instrument.
(c) These Escrow Instructions shall be governed by, and shall be
construed according to, the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties have executed these Escrow Instructions
pursuant to due authority as of the date set forth besides such parties'
signature below.
"COMPANY" Color Imaging, Inc.,
a Delaware corporation
By: _____________________________________
Its: _____________________________________
Date: ________________, 2003
"ESCROW HOLDER" ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP,
a Georgia limited liability partnership
By: _____________________________________
Its: _____________________________________
Date: ________________, 2003
Exhibit A
Payment and Delivery Schedule
2003 UNITS STOCK (1) WARRANTS (2) PAYMENT
--------------------- ------------ ------------- ---------------- -------------
March 31 16,672 16,672 33,344 $ 33,344
April 30 16,666 16,666 33,332 $ 33,332
May 31 16,666 16,666 33,332 $ 33,332
June 30 16,666 16,666 33,332 $ 33,332
July 31 16,666 16,666 33,332 $ 33,332
August 31 16,666 16,666 33,332 $ 33,332
September 30 16,666 16,666 33,332 $ 33,332
October 31 16,666 16,666 33,332 $ 33,332
November 30 16,666 16,666 33,332 $ 33,332
------------ ------------- ---------------- -------------
150,000 150,000 300,000 $ 300,000
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