EXHIBIT 2.2
AMENDMENT NO. 1
TO
SHARE EXCHANGE AGREEMENT
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT is entered into this 20th
day of September among Color Imaging, Inc., a Delaware corporation ("Color"),
Logical Imaging Solutions, Inc., a California corporation and wholly-owned
subsidiary of Color ("Logical"), Digital Color Print, Inc., a Nevada corporation
("DCP"), and those individuals executing this Amendment No. 1 below who
constitute all of the shareholders of DCP (each a "DCP Shareholder" and
collectively, the "DCP Shareholders").
WHEREAS, Color, Logical, DCP, and the DCP Shareholders entered into that
certain Share Exchange Agreement dated September 11, 2002 (the "Exchange
Agreement");
WHEREAS, the parties desired to amend the Exchange Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby acknowledged, the parties agree as follows:
1. Amendment to Preamble. The two "WHEREAS" clauses in the preamble of the
Exchange Agreement are hereby amended by deleting such clauses in their entirety
and inserting the following in lieu thereof:
WHEREAS, Color desires to exchange all of the outstanding stock of its
wholly-owned subsidiary, Logical, for 1,700,000 shares of the common stock
of Color held by DCP and a warrant to purchase shares of the common stock
of Logical or DCP as set forth therein;
WHEREAS, DCP desires to exchange 1,700,000 shares of the common stock
of Color held by DCP and a warrant to purchase shares of the common stock
of Logical for all of the outstanding capital stock of Logical;
2. Amendment to Section 2.1. Section 2.1 of the Exchange Agreement is
hereby amended by deleting it in its entirety and inserting the following in
lieu thereof:
Section 2.1. The Share Exchange. Upon the terms of this Agreement and
subject to the conditions set forth in Article VIII, at the Closing, Color
shall convey to DCP, free and clear of any Liens, all of the issued and
outstanding shares of the capital stock of Logical (each, a "Logical
Share", and collectively, the "Logical Shares") in exchange for (a)
1,700,000 shares of the common stock, $.01 par value, of Color (each a
"Color Share", and collectively, the "Color Shares") held by DCP, which
shall be conveyed by DCP to Color, free and clear of any Liens, and (b) the
Warrant described in Section 6.1. Within ten days after the execution of
this Agreement, (x) DCP shall deposit with the Escrow Agent stock
certificates evidencing not less than 1,200,000 Color Shares, and (y) Color
shall deposit with the Escrow Agent stock certificates evidencing the
Logical Shares, in each case to be held by such Escrow Agent pursuant to
the Escrow Agreement attached as Exhibit 2.1 (the "Exchange Escrow
Agreement"). On or prior to the date of this Agreement, Michael W. Brennan
("Brennan") shall deliver to Color stock powers signed by Brennan and
endorsed in blank with the signature of Brennan guaranteed by a medallion
level national bank or member of the New York Stock Exchange which
satisfies the policies of Color's transfer agent and effectuates the
transfer of the stock certificates identified on Schedule 2.1 to DCP (the
"Scheduled Shares"). Color shall submit the Scheduled Shares to its
transfer agent for reissuance in the name of DCP, and upon receipt of such
reissued stock certificates, Color shall deposit such certificates with the
Escrow Agent to be held pursuant to the Exchange Escrow Agreement.
3. Amendment to Exhibit 2.4. Exhibit 2.4 to the Exchange Agreement is
hereby deleted in its entirety and replaced with Exhibit 2.4 attached hereto.
4. Amendment to Article III. Article III of the Exchange Agreement is
hereby amended by adding a new Section 3.8 as follows:
Section 3.8. Cash Balance of Logical. Immediately prior to the
Closing, Logical shall have not less than $100,000 in cash in Logical's
primary bank account.
5. Ratification. Except to the extent specifically amended hereby, the
parties hereby ratify and confirm each and every provision of the Exchange
Agreement.
[Signatures appear on next page]
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IN WITNESS WHEREOF, the parties entered into this Amendment No. 1 as of the
date set forth above.
"COLOR":
COLOR IMAGING, INC.
By: /S/ MORRIS E. VAN ASPEREN
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Title: EXECUTIVE VICE PRESIDENT
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"LOGICAL":
LOGICAL IMAGING SOLUTIONS, INC.
By: /S/ MICHAEL W. BRENNAN
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Title: CHIEF EXECUTIVE OFFICER
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"DCP":
DIGITAL COLOR PRINT, INC.
By: /S/ MICHAEL W. BRENNAN
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Title: CHIEF EXECUTIVE OFFICER
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"DCP SHAREHOLDERS":
/S/ ROBERT L. LANGSAM
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Robert L. Langsam
/S/ MICHAEL W. BRENNAN
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Michael W. Brennan
/S/ EDWIN C. ST. AMOUR
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Edwin C. St. Amour
/S/ VICTOR A. HOLLANDER
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Victor A. Hollander
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EXHIBIT 2.4
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made this ____ day of
__________, 2002 between Michael W. Brennan ("Employee") and Color Imaging, Inc.
and its subsidiaries (collectively, "Color").
WHEREAS, Employee and Color entered into that certain Employment Agreement
dated June 28, 2000 by and between Color and Employee (the "Employment
Agreement") and amended pursuant to the letter dated June 10, 2002 from Michael
W. Brennan to Board of Directors of Color;
WHEREAS, concurrently herewith, Color, Employee and certain others are
entering into that certain Share Exchange Agreement (the "Exchange Agreement");
WHEREAS, this Agreement is being entered into pursuant to the Exchange
Agreement;
NOW, THEREFORE, in consideration for the mutual covenants and conditions
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Termination of Employment Agreement. The Employment Agreement shall
terminate effective immediately. Color shall have no further obligation or
liability to Employee under the Employment Agreement except (a) Color shall pay
to Employee $6,057.69 per two-week period (the "Severance Amount") through the
Compensation Termination Date (as defined below), and (b) Color shall reimburse
Brennan for any premium costs incurred by Brennan from the Closing Date (as
defined in the Exchange Agreement) through the Compensation Termination Date in
connection with Brennan's participation in any health or life insurance plan
which is established by Logical Imaging Solutions, Inc. ("Logical") for the
benefit of its executives generally, provided (i) such Logical plan is
comparable to the health and life insurance plans in which Brennan participated
as an employee of Color, and (ii) Brennan participates in such Logical plans
under coverage options (e.g. single, family, etc.) and/or benefit levels
comparable to those in which Brennan participated as an employee of Color. The
Severance Amount shall be paid on Color's normal payroll schedule. Color may
withhold from such payments all applicable federal, state or local taxes. The
"Compensation Termination Date" shall mean March 10, 2003.
2. Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Georgia.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
"COLOR":
COLOR IMAGING, INC.
By:
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Name:
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Title:
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EMPLOYEE:
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MICHAEL W. BRENNAN
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