Exhibit 99.2
RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT (the "Agreement") is entered into as of this
20th day of March, 2002, by and between ▇▇▇ ▇▇▇▇▇ & Sons, Inc., a California
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corporation (the "Purchaser") and Color Imaging, Inc., a Delaware corporation
(the "Company").
RECITALS
WHEREAS, Purchaser and the Company are parties to that certain Subscription
Agreement dated as of December 20, 2001 (the "Subscription Agreement"), pursuant
to which Purchaser has purchased from the Company (i) 25,000 shares of Company
common stock, $0.01 par value per share (the "Shares"), and (ii) 25,000 warrants
representing 25,000 Shares, at an exercise price of $2.00 per Share (the
"Warrants"), subject to adjustment as provided in the Warrant Agreement, dated
as of December 20, 2001, granted by the Company to the Purchaser (the "Warrant
Agreement"), in exchange for (x) a cash payment by the Purchaser to the Company
of $500 (the "Cash"), and (y) a recourse promissory note in the principal amount
of $49,500, executed by the Purchaser in favor of the Company on December 20,
2001 (the "Note");
WHEREAS, to date, Purchaser has not (i) sold any of its Shares, (ii)
exercised any of its Warrants pursuant to the Warrant Agreement, or (iii) made
any payments to the Company pursuant to the Note; and
WHEREAS, Purchaser and the Company have determined that it is in their
mutual best interests to rescind the transactions contemplated by each of the
Subscription Agreement, the Warrant Agreement and the Note in light of certain
recent developments frustrating the Company's ability to have its Registration
Statement on Form SB-2, filed on December 28, 2001, as amended on February 11,
2002, declared effective by the United States Securities and Exchange
Commission.
NOW THEREFORE BE IT RESOLVED, that for and in consideration of the
foregoing recitals and the mutual promises, agreements and undertakings set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
AGREEMENT
Section 1. RESCISSION.
-----------------------
In order to accomplish the rescission of the transactions set forth in and
contemplated by each of the Subscription Agreement, the Warrant Agreement and
the Note, the following actions shall occur as of the date hereof (the "Closing
Date"):
(a) On the Closing Date, the Company will make a cash payment to the
Purchaser in the amount of $500 in immediately available funds;
(b) As of the Closing Date, Purchaser will no longer claim any right to or
interest in the Shares held by the Purchaser and covenants to return to the
Company on the Closing Date the
original certificate numbered CI 0379, which certificate evidences 25,000
Shares. From and after the Closing Date, the Company will own all of the Shares
evidenced by such certificate as treasury stock;
(c) The Company will no longer claim any interest in the Warrant
Agreement, the Warrants evidenced by such Warrant Agreement will be canceled in
their entirety and the Purchaser hereby covenants to return to the Company the
original executed Warrant Agreement, marked "CANCELLED," on the Closing Date;
(d) The Company will no longer claim any interest in the Note, the
indebtedness evidenced by such Note will be canceled in its entirety and the
Company hereby covenants to return to the Purchaser the original executed Note,
marked "CANCELLED," on the Closing Date; and
(e) The Subscription Agreement is hereby rescinded in its entirety as of
the Closing Date and shall be of no further force or effect. In addition, the
Warrant Agreement executed by the Company in connection with the Subscription
Agreement and the Note executed by the Purchaser in favor of the Company are
hereby rescinded and shall be of no further force or effect.
Section 2. GOVERNING LAW
-------------------------
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of California, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Section 3. NOTICES
-------------------
All notices, requests and demands required or permitted hereunder must be
in writing to be effective and shall be deemed to have been duly given or made
when actually delivered by certified or registered or overnight mail, in the
case of telex, when sent, or in the case of notice by facsimile transmission,
when received, addressed as follows or to such other address as may be hereafter
notified by the respective parties hereto:
Purchaser: ▇▇▇ ▇▇▇▇▇ & Sons, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (213) ___-____
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Company: Color Imaging, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (770) ___-____
With Copies To: ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Section 4. AMENDMENT & MODIFICATION.
---------------------------------------
Subject to applicable law, this Agreement may be amended, modified,
rescinded or supplemented only by a written agreement signed by both the
Purchaser and the Company.
Section 5. SUCCESSORS AND ASSIGNS
----------------------------------
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns. Notwithstanding the foregoing,
however, no party hereto may assign or delegate any of its obligations hereunder
without the prior written consent of the other party.
Section 6. ENTIRE AGREEMENT.
-----------------------------
This Agreement represents the entire agreement of the parties relating to
the subject matter hereof. All prior or contemporaneous agreements,
understandings, representations and statements, whether oral or written, are
merged herein and hereby superseded.
Section 7. FURTHER ASSURANCES
------------------------------
From time to time after execution of this Agreement, Purchaser and the
Company will execute, deliver and acknowledge all such further documents,
instruments of transfer and conveyance and will perform such other acts as
either party may reasonably request to more effectively consummate the
transactions contemplated hereby and give effect to the parties' intentions with
respect hereto.
Section 8. SEVERABILITY
------------------------
Any provision of this Agreement which is invalid, illegal or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any way
the remaining provisions hereof in such
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jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.
Section 9. COUNTERPARTS
------------------------
This Agreement may be executed by Purchaser and the Company in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument. This Agreement may be executed via facsimile signature.
Section 10. HEADINGS
---------------------
The headings to the sections contained in this Agreement are for the
convenience of the parties only and shall not be applied in interpreting or
construing the meaning of this Agreement.
Section 11. NO THIRD PARTY BENEFICIARIES
-----------------------------------------
This Agreement is made and entered into for the sole protection and benefit
of Purchaser and the Company and no other person or entity shall have any right
of action hereon, right to claim any right or benefit from the terms contained
herein, or be deemed a third party beneficiary hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Rescission
Agreement to be duly executed as of this March __, 2002.
▇▇▇ ▇▇▇▇▇ & SONS, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
COLOR IMAGING, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
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