Exhibit 2.2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of July, 1999 by
and among BSD Healthcare Industries Corp. ("BSD"), Coventry Industries Corp.
("Coventry"), ▇▇▇▇▇▇▇ Rosedale and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Shareholders").
WHEREAS, BSD is the owner of Respiratory Care Services, Inc. and RCS
Subacute, Inc. (the "Subsidiaries"); and
WHEREAS, the Shareholders own shares of Coventry; and
WHEREAS, BSD desires to sell and the Shareholders desire to purchase
all of the issued and outstanding stock of the Subsidiaries under the terms and
conditions contained herein; and
NOW THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties hereto agree as
follows:
1. Purchase and Sale of Stock. On the terms and subject to the
conditions set forth in this Agreement, BSD agrees to sell, assign, transfer and
deliver to the Shareholders and the Shareholders agree to purchase from BSD the
all of the stock in the Subsidiaries owned by BSD.
2. Purchase Price and Delivery. The total purchase price that shall be
paid by the Shareholders to BSD for the Subsidiaries shall be 75,000 shares of
common stock of Coventry owned by Shareholders.
3. Closing. Closing shall occur simultaneously with the execution of
this agreement. The Closing will occur at the offices of Coventry, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 am unless a different date or
time is agreed to by the parties in writing in advance. Failure to close on said
date or on any extension date agreed to in writing by the parties shall
terminate this Agreement.
4. Representations and Warranties of BSD. BSD represents and warrants
to Shareholders that the statements contained in this paragraph 5 are correct
and complete and that said representations and warranties shall not survive the
Closing.
(A) Ownership of Subsidiaries Shares. BSD is the sole and
exclusive record and beneficial owners of all of the issued
and outstanding Shares of the Subsidiaries. BSD possess good
title to such shares., Seller has the right to sell, assign,
transfer and deliver such shares to the Shareholders in
accordance with the terms of this Agreement.
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(C) Validity of Agreement. BSD has the legal capacity and
authority to enter into this Agreement. This Agreement is a
valid and legally binding obligation of BSD and is fully
enforceable against BSD in accordance with its terms, except
as such enforceability may be limited by general principles of
equity, bankruptcy, insolvency, moratorium and similar laws
relating to creditors rights generally.
5. Severability. The agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by a court
of competent jurisdiction, this Agreement shall be interpreted as if such
invalid agreements or covenants were not contained herein.
6. Amendment and Modifications. This Agreement may be amended or
modified only by writing, executed and delivered by the parties hereto.
7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall, for all purposes of this Agreement, be deemed
an original, but all of which shall constitute one and the same agreement.
8. Binding Effect. This Agreement shall be binding upon, and shall
inure to the benefit of, the respective parties hereto, their successors, legal
representatives, heirs and, to the extent herein permitted, assigns.
9. Governing Law This Agreement and any performance hereunder shall be
construed and enforced in accordance with, and governed by, the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the day and year first above written.
BSD Healthcare Industries, Inc. Coventry Industries Corp.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ Rosedale /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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