Contract
EXHIBIT
2.1
This
agreement is entered into this 26th day of January, 2007 (the
“Agreement”) by and between Coronado Industries, Inc., a Nevada
corporation (the “Seller”), and G. Xxxxxxx Xxxxx, an Arizona resident
(the “Buyer”).
WHEREAS,
Seller desires to sell all or substantially all of its
assets, including but not limited to, its ownership of various wholly-owned
subsidiaries; and
WHEREAS,
Buyer desires to purchase the assets of Seller.
In
consideration of the mutual promises and covenants set forth
below, the parties hereto agree as follows:
1.
Assets
Sold.
In
exchange for the payment of the Purchase Price
described below, Seller hereby sells, assigns and transfers to
Buyer
all of the Seller’s assets, including, but not limited to, 100%
of
the outstanding common stock of each of the Seller’s subsidiaries
listed on Appendix A to this Agreement, as well as all of
the
Company’s furniture, fixtures, inventory, cash, accounts receivable,
deposits and office equipment and all other personal property
owned in the Seller’s name and not by a subsidiary, including
100% of the ownership of any subsidiary not included on Appendix
A (the “Assets”). However, the Seller’s PNT distribution agreements
with its European distributors which have not been previously
terminated by the Seller (the “Contracts”) shall not be sold,
transferred and assigned to the Buyer until the earlier of the
date
agreed upon by the parties hereto or April 30, 2007.
2.
Purchase
Price.
Upon the
execution of this Agreement, Buyer
shall deliver to Seller at the offices of Seller Three Hundred
Thousand Dollars ($300,000) cash as the payment of the consideration
for the sale of the Assets (the “Purchase Price”).
3.
Debts
and Liabilities.
Upon
receipt of the Purchase Price from
Buyer, Seller shall immediately commence using the Purchase Price
to
pay all of its outstanding debts and accounts payable. Buyer
hereby assumes all existing debts and liabilities of Seller and
its
various subsidiaries which remain unpaid after the Purchase Price
and
an additional $200,000 has been paid out by Seller on its outstanding
debts and accounts payable. Buyer hereby also assumes all
debts
and liabilities incurred by Seller prior to and through the
date
of this Agreement but which are unknown in amount or creditor
as of the date of this Agreement. Seller shall be responsible
for all debts incurred by it after the date of this Agreement.
4.
Lease
and Other Agreements.
Seller
and Buyer shall use their best efforts to have the lease of the Seller’s offices
transferred
into the name of one of Seller’s subsidiaries prior to and
after
the date of this Agreement and Seller shall terminate all of
its
other contracts in Seller’s name which would otherwise extent
beyond the date of this Agreement. In the event Seller is unable
to
terminate any agreement that would extent beyond the date of
this
Agreement, Buyer hereby assumes any and all liability and damages
resulting from said agreements and shall immediately pay all
such
debts and amounts when notified by Seller of their existence.
5.
Seller’s Representations. Seller hereby represents and warrants
to Buyer as follows:
(a)
Seller has valid title to all of the Assets, and to the best
of
the knowledge of Seller, all of its subsidiaries are validly
formed and in good standing as of the date of this Agreement.
(b)
After the receiving the approval of shareholders owning a
majority of Seller’s outstanding common stock, Seller shall have full
authority to sell, assign and transfer the Assets to Buyer.
6.
Buyer’s
Representations.
Buyer
hereby represents and warrants
to Seller as follows:
(a)
Buyer has evaluated the high risks of purchasing the Assets,
including the common stock and limited liability company membership
interests which represents ownership in Seller’s subsidiaries
(the “Shares”);
(b)
Buyer has been an officer and Director of Seller for the past
several years and is fully aware of the profit and loss potential
of the Assets;
(c)
In making the decision to purchase the Assets including the
Shares, Buyer has relied solely upon independent investigations made
by
or on behalf of Buyer;
(d)
The Shares, when acquired by Buyer, will be acquired in good
faith solely for Buyer’s own account, for investment purposes only,
and
will not be purchased with a view to, or for, the resale, distribution,
subdivision or fractionalization thereof;
(e)
Buyer understands that the Shares have not been registered
under the Securities Act of 1933, as amended (the “Act”),
and agrees that the Shares may not be sold, offered for sale,
transferred, pledged, hypothecated or otherwise disposed of except
in
compliance with the Act. Buyer understands that the legal consequences
of the foregoing mean that Buyer must bear the economic
risk of Buyer’s investment in the Shares for an indefinite period of time. Buyer
further understands that, if Buyer desires to
sell
or transfer all or any part of the Shares, when acquired, Buyer
may
require counsel to provide a legal opinion that the transfer
may be made without registration under the Act;
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(f)
Buyer understands no federal or state agency has made any finding
or determination as to the fairness of an investment in the Assets
or
the Shares;
7.
Litigation
and Arbitration.
Any
controversy or claim arising
out of or relating to this Agreement shall be settled by arbitration
in the Phoenix metropolitan area in accordance with the then
governing rules of the American Arbitration Association. The party
to
whom the arbitrator or arbitration panel makes an award shall
be
entitled to receive as part of the award the reasonable cost
of
its attorney fees and litigation expenses. Judgment upon the
award
rendered in the arbitration may be enforced in court described
in Paragraph 9 below of this Agreement.
8.
Assignment.
Rights
and obligations of a party to this Agreement
may not be assigned or transferred without the other party’s
prior written consent thereto.
9.
Governing
Law And Venue.
This
Agreement shall be governed by
and
interpreted in accordance with the laws of the State of Arizona,
United States of America. The parties hereby expressly agree
that the proper venue for any claim or cause of action by the parties
shall be the Superior Court for the District of Maricopa County,
Arizona and the each party upon execution of this Agreement consents
to the service of process from such court.
10.
Modification.
No
modification or amendment of this Agreement
shall be valid unless it is in writing and signed by both parties
hereto.
11.
Complete
Agreement.
This
Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior
agreements and understandings between the parties hereto.
12.
Waiver.
The
waiver by either party of a breach of any term
of
this Agreement shall not operate as, or be construed as, a waiver
of
any subsequent breach.
13.
Headings.
The
headings in this Agreement are inserted for
convenience only and shall not be considered in interpreting the
provisions hereof.
14.
Counterparts
And Facsimile Signatures.
This
Agreement may
be
executed in two or more counterparts, each of which shall be deemed
an
original but all of which together shall constitute one and
the
same instrument. Facsimile signatures shall be valid and
enforceable.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties have executed this Agreement on
January ____ 2007, effective as of January 26, 2007.
| CORONADO INDUSTRIES, INC. | |||
| By: | /s/ Xxxx X. Xxxxx | ||
|
|
|||
| Xxxx X. Xxxxx, President | |||
| /s/ G. Xxxxxxx Xxxxx | |||
|
|
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| G. XXXXXXX XXXXX | |||
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APPENDIX
A
List
of Coronado Industries Subsidiaries
American
Glaucoma, Inc.
Ophthmalmic
International, Inc.
American
Glaucoma - Florida, Inc.
Ophthalmic
International, LLC
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