This is ridiculous.. He says he is doing this under Ca Law.  Both agreements say this...

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction)

They are based on Florida law.  You can not stand up and say I rescind a contract that we paid 7 million in stock for anymore then you can say.. I'M THE CEO!