WARRANT TO PURCHASE SHARES OF COMMON STOCK of UNIPRO FINANCIAL SERVICES, INC. A Florida CorporationUnipro Financial Services Inc • October 6th, 2005 • Finance services • California
UNIPRO FINANCIAL SERVICES, INC. NOTE PURCHASE AGREEMENT UNIPRO FINANCIAL SERVICES, INC. NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT is made effective as of the 30th day of September, 2005 (the "Effective Date") by and among Unipro Financial...Note Purchase Agreement • October 6th, 2005 • Unipro Financial Services Inc • Finance services • California
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of September 1, 2005, by and between Lomond International, Inc., a North Carolina corporation (the "Buyer"), and each of the Shareholders of Unipro Financial...Securities Purchase Agreement • September 14th, 2005 • Unipro Financial Services Inc • Finance services • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2006 • Unipro Financial Services Inc • Finance services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 27 day of October, 2006 by and among UNIPRO Financial Services, Inc., a Florida corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
Exhibit 10.7 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is entered into and is effective as of February 25, 2004 ("Effective Date") by and between UniPro Financial Services, Inc. a Florida Corporation with principal offices at 1450...Consulting Agreement • May 24th, 2004 • Unipro Financial Services Inc • Finance services • Florida
Exhibit 10.5 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is entered into and is effective as of February 23, 2004 ("Effective Date") by and between UniPro Financial Services, Inc. a Florida Corporation with principal offices at 1450...Consulting Agreement • May 24th, 2004 • Unipro Financial Services Inc • Finance services • Florida
Exhibit 4.2] UniPro Financial Services, Inc. 2003 EQUITY INCENTIVE PLAN Form - Stock Option Agreement Grant of options to _____________ (the "Optionee") under the UniPro Financial Services, Inc. ("UniPro") 2003 Equity Incentive Plan (the "Incentive...Unipro Financial Services Inc • March 8th, 2004 • Finance services
Exhibit 10.3] Software Development & Consulting Agreement THIS AGREEMENT ("Agreement") is made on the 23rd day of October, 2003, by and between UniPro Financial Services, Inc., ("UniPro") and MCM Systems Corporation ("MCM") both parties being Florida...Consulting Agreement • December 4th, 2003 • Unipro Financial Services Inc • Florida
Purchase & Sales ContractUnipro Financial Services Inc • November 2nd, 2006 • Finance services
According to the Contract Law of the People’s Republic of China, this contract is made by and between Party A and Party B through friendly negotiation, whereby Party A has agreed to buy and Party B agreed to sell relevant goods and materials (hereinafter referred to as the subject matter) and both parties have confirmed to jointly observe this contract signed with the following terms and conditions:
NOTICE This Unit Warrant, and the securities issuable upon its exercise (in whole or in part) have been sold to the Holder pursuant to the Form SB-2 Registration Statement filed with, and declared effective by the Securities and Exchange Commission....Unit Warrant Agreement • June 1st, 2004 • Unipro Financial Services Inc • Finance services • Florida
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • September 5th, 2006 • Unipro Financial Services Inc • Finance services • Florida
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2006 • Unipro Financial Services Inc • Finance services • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 27th day of October, 2006 by and among UNIPRO Financial Services, Inc., a Florida corporation (“UNIPRO and/or the “Company”), China Fire Protection Group, Inc., an International Business Company organized under the laws of the British Virgin Islands (“China Fire”) and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2006 • Unipro Financial Services Inc • Finance services • Florida
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 1st day of September, 2006 by and among UNIPRO Financial Services, Inc., a Florida corporation (the “Company”), and the “Shareholders” named in Appendix A.
Acceptance for Carriage Service ContractUnipro Financial Services Inc • November 2nd, 2006 • Finance services
Both parties hereto, through sufficient negotiation and in accordance with <Contract Law of P.R.C> and related provisions on goods transport, reaching at consensus as regards the subject matter of Party B providing with transport service for Party A, hereby make and enter into this contract on following terms and conditions for joint complying with.
Cooperation AgreementCooperation Agreement • November 2nd, 2006 • Unipro Financial Services Inc • Finance services
Both parties hereto, in the principle of reciprocity and mutual benefit, predominance complementation, good faith cooperation and joint development, and through amiable negotiation hereby make and enter into this agreement on following terms and conditions:
Exhibit 10.2] Exclusive MARKETING and SALES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the 23rd day of October, 2003, by and between UniPro Financial Services, Inc., ("UniPro") organized and existing under the laws of the...Marketing and Sales Agreement • December 4th, 2003 • Unipro Financial Services Inc • Florida
Exhibit 10.10 FUNDING AND SHARE REPURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the 11th day of July, 2005, by and between UniPro Financial Services, Inc., ("UniPro", the "Purchaser") a validly existing Florida...Funding and Share Repurchase Agreement • July 11th, 2005 • Unipro Financial Services Inc • Finance services • Florida
Exhibit 10.8(a) CONSULTING AGREEMENT This Consulting Agreement ("Agreement"), dated as of July 28, 2004 (the "Effective Date"), is by and between Peer Review Mediation and Arbitration, Inc., a Florida corporation (the "Company"), and UniPro Financial...Consulting Agreement • December 28th, 2004 • Unipro Financial Services Inc • Finance services • Florida
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMBER PARENT LIMITED, AMBER MERGERCO, INC. and CHINA FIRE & SECURITY GROUP, INC. Dated as of May 20, 2011Agreement and Plan of Merger • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Florida
WAIVER AND LOAN MODIFICATION AGREEMENTNote Purchase Agreement • September 29th, 2006 • Unipro Financial Services Inc • Finance services • California
THIS NOTE PURCHASE AGREEMENT is made effective as of the 30th day of September, 2005 (the "Effective Date") by and among Unipro Financial Services, Inc, a Florida corporation (the "Company"), and the purchasers (individually, a "Purchaser" and collectively, the "Purchasers") whose names appear on the Schedule of Purchasers attached hereto as Exhibit A.
EQUITY COMMITMENT LETTER Bain Capital Asia Fund, L.P. Bain Capital Fund X, L.P. Boston, MA 02199 May 20, 2011China Fire & Security Group, Inc. • May 23rd, 2011 • Miscellaneous manufacturing industries • Delaware
This letter agreement sets forth the commitments of Bain Capital Asia Fund, L.P. and Bain Capital Fund X, L.P. (together, "Sponsors"), subject to the terms and conditions contained herein, to purchase certain equity interests of Amber Parent Limited, a newly formed Cayman exempted limited company ("Parent"). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement") to be entered into among China Fire & Security Group, Inc., a Florida corporation (the "Company"), Parent and Amber Mergerco, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
OEM Cooperation AgreementOem Cooperation Agreement • November 2nd, 2006 • Unipro Financial Services Inc • Finance services
Party A is a Chinese subsidiary under Honeywell, a famous transnational corporation of Top 500 Corporation, with extensive global sales network; Party B is a development manufacturer of linear heat fire detector with advanced technology and reliable quality. On the principle of reciprocity and mutual benefit, complementing advantages, cooperative development of market and common development, whereas, Party A consigns Party B to manufacture the series linear heat fire detector developed by Party A and its accessories in the method of OEM, and sell in the brand of Party A, the following agreement is entered by and between Party A and Party B in Beijing on May 26, 2004.
House Lease ContractHouse Lease Contract • November 2nd, 2006 • Unipro Financial Services Inc • Finance services
To define the rights and obligations of Party A and Party B, this contract is concluded between and by Party A and Party B through friendly negotiations in accordance with the relative articles of economic contracts, national policies, laws and regulations in China, on the principle of equality and mutual benefit.
Exhibit 10.9 ASSET PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the 11th day of July, 2005, by and between UniPro Financial Services, Inc., ("UniPro") organized and existing under the laws of the State of Florida, the...Asset Purchase Agreement • July 11th, 2005 • Unipro Financial Services Inc • Finance services • Florida
AMENDMENT TO WARRANTSWhereas • May 8th, 2007 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries
WHEREAS, China Fire & Security Group, Inc. (f.k.a., Unipro Financial Services, Inc.), a Florida corporation (the “Company”) and the warrant holders as set forth on the signature page attached hereto (the “Warrantholders”) entered into that certain Securities Purchase Agreement dated October 27, 2006 (the “Purchase Agreement”);
Exhibit 10.8] CONSULTING AGREEMENT This Consulting Agreement ("Agreement"), dated as of July 28, 2004 (the "Effective Date"), is by and between Peer Review Mediation and Arbitration, Inc., a Florida corporation (the "Company"), and UniPro Financial...Consulting Agreement • August 24th, 2004 • Unipro Financial Services Inc • Finance services • Florida
Stock Ownership Assignment ContractStock Ownership Assignment Contract • November 2nd, 2006 • Unipro Financial Services Inc • Finance services
Through amiable negotiation by parties hereto, this agreement is made and entered into on following terms and conditions:
Purchase AgreementPurchase Agreement • November 2nd, 2006 • Unipro Financial Services Inc • Finance services
According to the Contract Law of the People’s Republic of China, this agreement is made by and between Party A and Party B on the principles of honesty, credit and equality, whereby Party A has agreed to buy and Party B agreed to sell the goods involved and both parties have confirmed to jointly observe this agreement signed with the following terms and conditions:
ContractLimited Guarantee • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Delaware
ESCROW AGREEMENTEscrow Agreement • November 2nd, 2006 • Unipro Financial Services Inc • Finance services • New York
This Escrow Agreement (the “Agreement”), dated October __, 2006, is entered into by and among UNIPRO Financial Services, Inc., a Florida corporation (the “Company”), H.C. Wainwright & Co., Inc., a corporation, as placement agent, and H.C. Wainwright & Co., Inc., a corporation, as representative of the Investors (the “Investor Representative”), Gangjin Li (“GL”) and Brian Lin (“BL” and, together with GL, the “Stockholders”), and American Stock Transfer & Trust Company (hereinafter referred to as “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Securities Purchase Agreement, between the Company and each Investor in the Offering (each an “Investor” and collectively, the “Investors”).
ROLLOVER AGREEMENTRollover Agreement • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Delaware
This ROLLOVER AGREEMENT (this "Agreement"), by and among Amber Parent Limited, an exempted company incorporated in the Cayman Islands ("Parent"), Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the shareholders of China Fire & Security Group, Inc., a Florida corporation (the "Company"), listed on the signature page hereto (each, a "Rollover Shareholder" and collectively, the "Rollover Shareholders"), is made and entered into as of 20 May 2011. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
Purchase AgreementPurchase Agreement • November 2nd, 2006 • Unipro Financial Services Inc • Finance services
According to the Contract Law of the People’s Republic of China, this agreement is made by and between Party A and Party B on the principles of honesty, credit and equality, whereby Party A has agreed to buy and Party B agreed to sell the goods involved and both parties have confirmed to jointly observe this agreement signed with the following terms and conditions:
Exhibit 4.2] LOAN AGREEMENT AND PROMISSORY NOTE THIS LOAN AGREEMENT AND PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS. A FURTHER SALE, ASSIGNMENT OR TRANSFER OR...Loan Agreement • December 4th, 2003 • Unipro Financial Services Inc • Florida
VOTING AGREEMENTVoting Agreement • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Florida
This VOTING AGREEMENT (this "Agreement") is entered into as of 20 May 2011 by and among Amber Parent Limited, a company incorporated under the laws of the Cayman Islands ("Parent"), Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and [•] (the "Shareholder") [and, solely for purposes of Section 6.4 hereof, [•], [•] and [•] (each, an "Indirect Owner")]. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Sales ContractUnipro Financial Services Inc • November 2nd, 2006 • Finance services
In accordance with the Contract Law of the People’s Republic of China and on basis of honesty, credit and equality, both parties have signed this contract with the following terms and conditions:
