AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER ("Amendment No. 1")
is made and entered into effective the 14th day of January, 2002, by and
between CORONADO EXPOLORATIONS LTD., a Delaware corporation ("Coronado"), and
NATUROL, INC., a Nevada corporation ("Naturol").
RECITALS
X. Xxxxxxxx and Naturol entered into an agreement and plan of merger
on October 16, 2001 (the "Merger Agreement") providing for the merger (the
"Merger") Naturol into Coronado Subsidiary Corp. Pursuant to the Merger,
50,000,000 restricted shares of Coronado will be exchanged for 100% of the
issued and outstanding shares of Naturol. Following the Merger, Naturol will
have merged with Coronado Subsidiary Corp. wherein Coronado Subsidiary Corp.
will cease to exist and Naturol will become a wholly owned subsidiary of
Coronado;
B. The Merger Agreement called for Coronado, at the Effective Time, to
amend its Certificate of Incorporation to change its name to Naturol, Inc.;
C. Naturol was anticipated to have fifty million (50,000,000) shares
outstanding at the close of the Merger;
X. Xxxxxxxx and Naturol desire to amend the Merger Agreement to
eliminate all references to the need for a Coronado shareholder meeting or
the need for shareholder approval for any term or condition contained in the
Merger Agreement or of the Merger itself; and
X. Xxxxxxxx and Naturol desire to amend the Merger Agreement pursuant
to this Amendment No. 1.
NOW, THEREFORE, for and in consideration of the foregoing, and of the
mutual covenants, agreements, undertakings, representations and warranties
contained herein, the parties hereto agree as follows:
1. The Merger Agreement shall be amended to delete all references,
statements or assertions to the need or intention of Coronado to amend its
certificate of incorporation to change its corporate name to Naturol, Inc.
2. As of the date hereof, Naturol currently has 48,735,000 shares
outstanding. At the effective time of the Merger, Coronado shall exchange
50,000,000 of its common shares for the 48,735,000 Naturol shares, which
results in an exchange ratio of approximately 1.03.
3. Coronado, pursuant to current Delaware corporate law, does not need
the approval of its shareholders to consummate the Merger. Therefore, any and
all references to the requirement of Coronado shareholder approval of the
Merger or any other term or condition of the Merger Agreement is hereby
deleted. Further, any term or condition of the Merger Agreement that would
cause the need for a Coronado shareholder meeting is hereby deleted.
4. Other than as specifically provided in this Amendment No. 1, all
other provisions of the Merger Agreement shall remain in full force and
effect, the Merger Agreement as amended by this Amendment No. 1 constituting
the sole and entire agreement between the parties as to the matters contained
herein, and superseding any and all conversations, letters and other
communications which may have been disseminated by the parties relating to
the subject matter hereof, all of which are void and of no effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
"Coronado" "Naturol"
Coronado Explorations Ltd. Naturol, Inc.
By: /s/ Xxxx Hethey By: /s/ Xxxx XxXxxxx
Xxxx X. Hethey, Xxxx XxXxxxx, President
President