EXHIBIT 2.1 TO FORM 8-K
RESCISSION AGREEMENT, DATED JULY 1, 1995
RECISSION AGREEMENT
This Recission Agreement (the "Agreement") is entered into as of this 1st
day of July 1995 by and between Commercial Labor Management, Inc., a Nevada
corporation, formerly known as XL Corp. (the "Company"), and Commercial Labor
Management, Ltd., a California limited liability company (the "Acquiree"), and
Xxxxxx X. Xxxxxx, an individual (the "Shareholder"), with respect to the
following facts:
RECITALS
A. The Company and the Acquiree entered into an Agreement and Plan of
Reorganization, dated March 21, 1995, pursuant to which the Company
acquired 100% of the issued and outstanding stock of the Acquiree in
exchange for the issuance of a total of 1,928,330 shares (the "Shares") of
the Company's stock to the shareholder (the "Shareholder") of the Acquiree
(the "Transaction").
B. The Company and the Acquiree wish to rescind the Transaction because the
Company does not believe that it received adequate consideration for the
Shares issued by it to the Shareholder.
C. The Shareholder acknowledges the validity of the Company's concerns and is
willing to rescind the Transaction by returning the Shares to the Company
in exchange for a return by the Company to the Shareholder of 100% of the
total issued and outstanding stock of the Acquiree.
NOW, THEREFORE, in consideration of the mutual agreements herein and in
light of the recitals stated above, the parties hereto agree as follows:
1. RECISSION OF ACQUISITION
In order to rescind the Transaction and restore the ownership of the
Acquiree and the Shares as such ownership was prior to the effective date of the
Agreement and Plan of Reorganization, dated March 21, 1995, by and between the
Company and the Acquiree, and in consideration for the mutual tender of shares,
the Shareholder hereby tenders 1,928,330 Shares (subject to adjustment for
subsequent stock splits or reverse splits) to the Company for redemption and
cancellation, and the Company hereby tenders 5,000,000 shares of the common
stock and 2,000,000 shares of the preferred stock which it owns in the Acquiree,
which is 100% of the total issued and outstanding stock of the Acquiree, to
Xxxxxx X. Xxxxxx. The effective date of the recission of the Transaction and
the mutual tender of shares is July 1, 1995.
2. NOTICE
Notice will deemed to be given by one party to the other parties of this
Assignment upon personal delivery by messenger, air courier, express mail or
certified registered mail, return
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receipt requested, or upon facsimile or telegram, or three days after mailing
by first class mail by the party giving the notice, addressed to the parties
as follows, or to any other address or facsimile numbers provided to the
parties in writing in accordance with this Assignment by the party making the
change:
If to the Company: Commercial Labor Management, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx Xxxxxx, President
If to Acquiree: Commercial Labor Management, Ltd.
00000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
If to Shareholder: The address of the Shareholder as listed
below the Shareholder's signature to this
Agreement.
3. INJUNCTIVE RELIEF
3.1 DAMAGES INADEQUATE
Each party acknowledges that it would be impossible to measure in
money the damages to the other party if there is a failure to comply with any
covenants and provisions of this Agreement, and agrees that in the event of any
breach of any covenant or provision, the other party to this Agreement will not
have an adequate remedy at law.
3.2 INJUNCTIVE RELIEF
It is therefore agreed that the other party to this Agreement who is
entitled to the benefit of the covenants and provisions of this Agreement which
have been breached, in addition to any other rights or remedies which they may
have, shall be entitled to immediate injunctive relief to enforce such covenants
and provisions, and that in the event that any such action or proceeding is
brought in equity to enforce them, the defaulting or breaching party will not
urge as a defense that there is an adequate remedy at law.
4. WAIVERS
If any party shall at any time waive any rights hereunder resulting from
any breach by the other party of any of the provisions of this Agreement, such
waiver is not to be construed as a continuing waiver of other breaches of the
same or other provisions of this Agreement. Resort to any remedies referred to
herein shall not be construed as a waiver of any other rights and remedies to
which such party is entitled under this Agreement or otherwise.
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5. SUCCESSORS AND ASSIGNS
Each covenant and representation of this Agreement shall inure to the
benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.
6. ATTORNEY'S FEES
In the event that either party must resort to legal action in order to
enforce the provisions of this Agreement or to defend such action, the
prevailing party shall be entitled to receive reimbursement from the
nonprevailing party for all reasonable attorney's fees and all other costs
incurred in commencing or defending such action, or in enforcing this Agreement,
including but not limited to post judgement costs.
7. ENTIRE AND SOLE AGREEMENT
This Agreement constitutes the entire agreement between the parties and
supersedes all agreements, representations, warranties, statements, promises and
undertakings, whether oral or written, with respect to the subject matter of
this Agreement. This Agreement may be modified only by a written agreement
signed by all parties.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of California, and venue for any action hereunder shall be in
the appropriate forum in the County of Los Angeles, State of California.
9. SEVERABILITY
The provisions of this Agreement are meant to be enforced severally so that
the determination that one or more provisions are enforceable or invalid shall
not affect or render invalid any other provision of this Agreement, and such
other provisions shall continue to be in full forced in accordance with their
terms.
10. RIGHTS CUMULATIVE
All rights and remedies under this Agreement are cumulative, and none is
intended to be exclusive of another. No delay or omission in insisting upon the
strict observance of performance of any provision of this Agreement, or in
exercising any right or remedy, shall be construed as a waiver or relinquishment
of such provision, nor shall it impair such right or remedy. Every right and
remedy may be exercised from time to time and as often as deemed expedient.
11. CAPTIONS
The paragraph and other headings contained in this Agreement are for
reference purposes only, and shall not limit or otherwise affect the meaning
hereof.
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12. LEGAL HOLIDAYS
In the case where the date on which any action required to be taken,
document required to be delivered or payment required to be made is not a
business day in Los Angeles, California, such action, delivery or payment need
not be made on that date, but may be made on the next succeeding business day.
13. COUNTERPARTS
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
14. PARTIES
This Agreement shall inure solely to the benefit of and shall be binding
upon the parties hereto and their respective successors, legal representatives
and assigns, and no other person shall have or be construed to have any
equitable right, remedy or claim under or in respect of or by virtue of this
Agreement or any provision contained herein.
15. AUTHORITY
All signatories to this Agreement do hereby declare that they have the
authority to execute this Agreement on behalf of the parties to this Agreement.
COMPANY: COMMERCIAL LABOR MANAGEMENT, INC.
By /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
ACQUIREE: COMMERCIAL LABOR MANAGEMENT, LTD.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
SHAREHOLDER: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
000 Xxxx Xxx Xxxxxx, Xxxxx Xxx
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Xxxxxx Xxxxxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
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City, State and Zip Code
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