Maxsys Holdings, Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 19th, 2009 • UniCapital Acquisition Corp. • Blank checks • Delaware

And (2) Unicapital Acquisition Corp. (“Unicapital”), a Delaware corporation, a SIC-6770 -“blank checks” company as defines in the SEC section 3 (a) (51) of the Exchange Act, listed on the United States Securities and Exchange Commission (the "SEC").

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 9th, 2011 • Maxsys Holdings, Inc. • Blank checks • California

BETWEEN: MAXSYS HOLDINGS, INC. (the "MHI"), a Delaware corporation duly incorporated under the laws of the United States of America with its main office at 22817 Ventura Blvd., Suite 462, Woodland Hills, CA 91364 AND: DALIAN PAULEY SHIELD BIO-ENGINEERING CO., LTD (the "DPS"), a corporation duly incorporated in the People's Republic of China ("PRC") under the laws of the PRC with its main office at Dalian, China.

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • December 21st, 2010 • Maxsys Holdings, Inc. • Blank checks • California

Between MAXSYS HOLDINGS, INC., a Delaware corporation duly incorporated under the laws of the United States of America with its main office at 22817 Ventura Blvd., Suite 462, Woodland Hills, CA 91364 (``Maxsys’‘) of the one part, And DALIAN PAULEY SHIELD BIO-ENGINEERING CO., LTD (``Pauley Shield”), a corporation duly incorporated in the People's Republic of China ("PRC") under the laws of the PRC with its main office at Dalian, China.

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