1
DISCLOSURE SCHEDULE
OF
BLC & ASSOCIATES, INC.
(August __, 1995)
This is the Disclosure Schedule referenced in that certain Agreement
and Plan of Reorganization, dated August __, 1995 (the "Merger Agreement'),
among BLC & Associates, Inc. d/b/a G.P.S. Standard U.S.A. ("GPS"), Ultrak,
Inc., GPS Acquisition Corp., Xxxxxxx Xxxx ("Bais"), and Commodore Investments
Ltd. ("CIL") ("Xxxx and CIL are sometimes collectively referred to as the
"Signing Shareholders").
Section 3.05
[to come from GPS]
Section 3.06
[Attach 12-31-94, 5-31-95, and 6-30-95 Financial Statements]
Section 3.14
[to come from GPS]
Section 3.18
[to come from GPS]
The foregoing Disclosure Schedule is true, correct, and complete.
Dated: August __, 1995
BLC & ASSOCIATES, INC.
By:
-----------------------------------
Xxxxxxx Xxxx, President
--------------------------------------
Xxxxxxx Xxxx
COMMODORE INVESTMENTS LTD.
By:
-----------------------------------
Printed Name:
-------------------------
Its:
----------------------------------
A-22
2
EXHIBIT 9.01-A
CERTIFICATE OF COMPLIANCE
The undersigned, BLC & Associates, Inc., a California corporation
("GPS"), hereby certifies to Ultrak, Inc., a Colorado corporation ("Ultrak"),
and GPS Acquisition Corp., a Texas corporation ("Newco"), that:
1. The representations and warranties of GPS in the Agreement and
Plan of Reorganization (the "Merger Agreement"), dated August __, 1995 (the
"Signing Date"), by and among GPS, Ultrak, Newco, and certain shareholders of
GPS were true and correct in all material respects on and as of the Signing
Date and are true and correct in all material respects as of the date hereof.
2. GPS has complied, in all material respects, with all of the
covenants and agreements required by the Merger Agreement to be performed and
complied with by GPS.
DATED: August __, 1995
BLC & ASSOCIATES, INC.
By:
------------------------------------
Xxxxxxx Xxxx, President
A-23
3
EXHIBIT 9.01-B
Signing Shareholders
CERTIFICATE OF COMPLIANCE
Each of the undersigned, Xxxxxxx Xxxx ("Bais") and Commodore
Investments Ltd. ("CIL") (Xxxx and CIL are collectively referred to herein as
the "Signing Shareholders" and individually referred to as a "Signing
Shareholder"), hereby certifies to Ultrak, Inc., a Colorado corporation
("Ultrak"), and GPS Acquisition Corp., a Texas corporation ("Newco"), that:
1. The representations and warranties of such Signing Shareholder
(as set forth in Article III for Bais and Article IV for CIL) in the Agreement
and Plan of Reorganization (the "Merger Agreement"), dated August __, 1995 (the
"Signing Date"), by and among BLC & Associates, Inc., a California corporation,
the Signing Shareholders, Ultrak, and Newco were true and correct as to such
Signing Shareholder in all material respects on and as of the Signing Date and
are true and correct in all material respects as of the date hereof.
2. Each of the undersigned has complied, in all material
respects, with all of the undersigned's covenants and agreements required by
the Merger Agreement to be performed and complied with by the undersigned.
DATED: August __, 1995
--------------------------------------
Xxxxxxx Xxxx
COMMODORE INVESTMENTS LTD.
By:
-----------------------------------
Printed Name:
-------------------------
Its:
----------------------------------
A-24
4
EXHIBIT 9.06-A
CERTIFICATE
Each of the undersigned certifies to Ultrak, Inc., a Colorado
corporation, that the Joint Venture Agreement "Polyvideo" (the "JV Agreement")
among Fully Integrated Security Technologies, Inc. ("FIST"), Profabel, Sicurit
Alarmitalia, and Video Engineering was fully executed by all parties thereto,
has not been amended or modified in any respect, and is in full force and
effect. Neither of the undersigned is aware of any pending or threatened
breach or violation by any party of any provision of the JV Agreement or of the
occurrence of any event that, with the giving of notice, the passage of time,
or both, would breach or violate any provision of the JV Agreement.
Executed as of August ___, 1995.
-----------------------------------
Xxxxxxx Xxxx
A-25
5
EXHIBIT 9.06-B
CONSENT AND AGREEMENT
Each of the undersigned hereby consents to the transfer of ownership
of Fully Integrated Security Technologies, Inc., a California corporation
("FIST"), from Xxxxxxx Xxxx and Commodore Investments Ltd. to Ultrak, Inc.
Executed as of August ___, 1995.
PROFABEL
By
------------------------------------
Its:
-----------------------
SICURIT ALARMITALIA
By
------------------------------------
Its:
-----------------------
VIDEO ENGINEERING
By
------------------------------------
Its:
-----------------------
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6
EXHIBIT 10.01
CERTIFICATE OF COMPLIANCE
The undersigned, Ultrak, Inc., a Colorado corporation ("Ultrak"), and
GPS Acquisition Corp., a Texas corporation ("Newco"), hereby certify to BLC &
Associates, Inc., a California corporation ("GPS"), that:
1. The representations and warranties of Ultrak and Newco in the
Agreement and Plan of Reorganization (the "Merger Agreement"), dated August __,
1995 (the "Signing Date"), by and among GPS, Ultrak, Newco, and certain
shareholders of GPS were true and correct in all material respects on and as of
the Signing Date and are true and correct in all material respects as of the
date hereof.
2. Ultrak and Newco have complied, in all material respects, with
all of the covenants and agreements required by the Merger Agreement to be
performed and complied with by Ultrak and Newco.
DATED: August __, 1995
ULTRAK, INC.
By:
----------------------------------
Xxx X. Xxxxx, Vice President
GPS ACQUISITION CORP.
By:
----------------------------------
Xxx X. Xxxxx, Vice President
A-27
