MANAGEMENT AGREEMENTIndemnity Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
VAMPT BEVERAGE USA CORP. a company duly incorporated under the laws of Nevada, and having an address for notice c/o 1820 – 925 West Georgia Street, Vancouver, BC, V6C 3L2 (the “Company”);
VAMPT BEVERAGE USA CORP. March 1, 2012Services Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
At Vampt, when we make a promise, we hold to it. Unfortunately, the courts don’t hold handshakes in as high regard as we do, and as such, we feel it is in the best interests of our stakeholders to document our agreement. To that end, we have prepared a Consulting Services Agreement for your review and agreement, attached.
agency AND INTERLENDER agreementAgency and Interlender Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
This AGENCY AND INTERLENDER AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”), is dated as of April 11, 2012, and is entered into among Kalamalka Partners Ltd., a company incorporated under the laws of the Province of British Columbia, (the “Agent”) and each Person who signs a counterpart of this Agreement from time to time as a lender (collectively the “Lenders”) and is acknowledged, consented to and agreed to by Vampt Brewing Company Limited (“VBC”), a corporation incorporated under the laws of the State of Nevada and Vampt Beverage USA, Corp. (“Vampt”), a corporation incorporated under the laws of the State of Nevada (VBC and Vampt together the “Borrowers”).
ContractSubscription Agreement • January 17th, 2012 • Coronado Corp. • Services-health services • British Columbia
THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2012 • Vampt America, Inc. • Services-health services • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the 8th day of December, 2011 by and among CORONADO CORP. a Nevada corporation (“Coronado”); VB Acquisition Corp., a Nevada corporation and wholly owned subsidiary of Coronado (“Merger Sub”); and Vampt Beverage USA, Corp., a Nevada corporation (“Vampt”). Coronado, Merger Sub and Vampt are hereinafter sometimes collectively referred to as the “Parties.”
DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • January 17th, 2012 • Coronado Corp. • Services-health services • Nevada
NOW THEREFORE THIS AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
PLEDGE AND SECURITY AGREEMENT (Corporate Stock)Pledge and Security Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • Nevada
THIS PLEDGE AND SECURITY AGREEMENT, is dated April 11, 2012 (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), and is made between VAMPT BEVERAGE USA, CORP., a Nevada corporation (the “Pledgor”), in favor of KALAMALKA PARTNERS LTD., a British Columbia company, (the “Agent”) in its capacity as agent for certain lenders (the “Lenders”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • Nevada
THIS SECURITY AGREEMENT (the “Agreement”) is dated April 11, 2012 and is made by VAMPT BREWING COMPANY LIMITED, a Nevada corporation (the “Debtor”), in favor of KALAMALKA PARTNERS LTD., a British Columbia company, in its capacity as agent for certain lenders (the “Lenders”) (in such capacity the “Secured Party”) and is granted by the Debtor in favour of the Secured Party pursuant to promissory notes made jointly and severally by the Debtor and Vampt Beverage USA, Corp. (the “Co-Borrower”) in favour of the Lenders (as those notes may be amended, extended, renewed, replaced, restated and in effect from time to time the “Notes”) and evidencing loans made by the Lenders to the Debtor and the Co-Borrower on a joint and several basis.
DISCLOSURE SCHEDULES TO THE MERGER AGREEMENTDisclosure Schedules • October 1st, 2012 • Vampt America, Inc. • Services-health services
These disclosure schedules (“Disclosure Schedules”) are made and given pursuant to the Agreement and Plan of Merger, made and entered into as of December 8, 2011 (the “Agreement”), by and among Vampt Beverage USA, Corp., VB Acquisition Corp. and Coronado Corp. (the “Company”). Capitalized terms used herein but not defined herein shall have the meanings given to them in the Agreement, unless the context requires otherwise. The information contained in these Disclosure Schedules is as of May 7, 2012, the date of closing of the Agreement unless otherwise specified.
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
NOW THEREFORE, in consideration of the premises and the sum of US$10.00 now paid by Purchaser to Owner (the receipt and sufficiency of which is hereby acknowledged) and in consideration of the mutual covenants and obligations herein set forth, the parties hereto covenant and agree as follows:
LETTER OF ACCEPTANCE AND TRANSMITTAL for Deposits of Vampt USA common shares of VAMPT BEVERAGE USA, CORP. pursuant to the Merger Agreement dated December 8, 2011 between CORONADO CORP., VB ACQUISITION CORP., And VAMPT BEVERAGE USA, CORP.Voluntary Pooling Agreement • May 11th, 2012 • Coronado Corp. • Services-health services
This letter of acceptance and transmittal (the “Letter of Acceptance and Transmittal”), or a manually executed facsimile copy hereof, properly completed and duly executed in accordance with the instructions set out herein, together with all other required documents, must accompany the share certificates (“Share Certificates”) representing the issued and outstanding common shares (the “Vampt USA common shares”) in the capital of Vampt Beverage USA, Corp. (“Vampt USA”) deposited pursuant to the merger agreement between Vampt USA, Coronado Corp. (“Coronado”) and a wholly owned subsidiary of Coronado, VB Acquisition Corp. (“VB Acquisition”) dated December 8, 2011 (as it may be varied or extended, the “Merger Agreement”). The purpose of the Merger Agreement is to combine Vampt USA and VB Acquisition into one entity, wholly owned by Coronado, and to issue shares of Coronado to all Vampt USA shareholders at a ratio of one (1) Vampt USA common share for three quarters (¾) of one common share o
UNDERTAKING BY VAMPT BEVERAGE USA, CORP.Agency Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services
LOAN TRANSFER, GUARANTEE AND WARRANT AGREEMENTLoan Transfer, Guarantee and Warrant Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
NOW THEREFORE, in consideration of the premises contained in this Agreement, and other good and valuable consideration, the parties agree as follows:
AMENDMENT AGREEMENTAmendment Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services
ASSIGNMENT AGREEMENTAssignment Agreement • May 11th, 2012 • Coronado Corp. • Services-health services
This Assignment Agreement (this “Agreement”) is made effective as of November 25, 2011 between Vampt Beverage Corp., a Canadian corporation (“Vampt Canada”) and Vampt Beverage USA, Corp., a Nevada corporation (“Vampt USA”).
ContractAgreement • July 12th, 2012 • Vampt America, Inc. • Services-health services • Minnesota
This Agreement is effective January 1st, 2012 by and between Associated Brewing Company, Inc., a Minnesota corporation with its principle place of business at 219 Little Canada Road E, Suite 100, St. Paul, MN 55117 (“ABC”), and Vampt Beverage USA Corporation (A Nevada Corporation), with its principle place of business at 2212 Queen Anne Ave N. Seattle WA 98109 (“Brand Owner”).
BREWING AGREEMENTBrewing Agreement • October 1st, 2012 • Vampt America, Inc. • Services-health services • Minnesota
This Agreement is effective January 1st, 2012 by and between Associated Brewing Company, Inc., a Minnesota corporation with its principle place of business at 219 Little Canada Road E, Suite 100, St. Paul, MN 55117 (“ABC”), and Vampt Beverage USA Corporation (A Nevada Corporation), with its principle place of business at 2212 Queen Anne Ave N. Seattle WA 98109 (“Brand Owner”).
BARTER AND MARKETING SERVICES AGREEMENTBarter and Marketing Services Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
THIS AGREEMENT is dated made as of March 14, 2012 (the “Effective Date”) between VamptX Corp (“VamptX”), a company formed under the laws of Nevada, and Vampt Beverage USA Corp. (“Vampt”)., a company incorporated under the laws of Nevada.
BARTER AND MARKETING SERVICES AGREEMENTBarter and Marketing Services Agreement • May 11th, 2012 • Coronado Corp. • Services-health services • British Columbia
THIS AGREEMENT is dated made as of March 14, 2012 (the “Effective Date”) between VamptX Corp (“VamptX”), a company formed under the laws of Nevada, and Vampt Beverage USA Corp. (“Vampt”)., a company incorporated under the laws of Nevada.
BREWING AGREEMENTBrewing Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • Minnesota
This Agreement is effective January 1st, 2012 by and between Associated Brewing Company, Inc., a Minnesota corporation with its principle place of business at 219 Little Canada Road E, Suite 100, St. Paul, MN 55117 (“ABC”), and Vampt Beverage USA Corporation (A Nevada Corporation), with its principle place of business at 2212 Queen Anne Ave N. Seattle WA 98109 (“Brand Owner”).
LOAN TRANSFER, GUARANTEE AND WARRANT AGREEMENTLoan Transfer, Guarantee and Warrant Agreement • May 11th, 2012 • Coronado Corp. • Services-health services • British Columbia
NOW THEREFORE, in consideration of the premises contained in this Agreement, and other good and valuable consideration, the parties agree as follows:
UNDERTAKING BY VAMPT BEVERAGE USA, CORP.Agency Agreement • May 11th, 2012 • Coronado Corp. • Services-health services
ASSIGNMENT AGREEMENTAssignment Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services
This Assignment Agreement (this “Agreement”) is made effective as of November 25, 2011 between Vampt Beverage Corp., a Canadian corporation (“Vampt Canada”) and Vampt Beverage USA, Corp., a Nevada corporation (“Vampt USA”).
