SECURITIES EXCHANGE AGREEMENT
THIS
SECURITIES EXCHANGE AGREEMENT (the “Agreement”)
is
entered into on September ____, 2006 by and among:
(i) UNIPRO
FINANCIAL SERVICES, INC, a Florida corporation (“Unipro”);
(ii)
Xxxx
X. Xxxxxxxxx, Xx., and Jaybelle, Inc. (“Unipro
Guarantors”);
(iii) SURELAND
INDUSTRIAL
FIRE SAFETY LIMITED
(“Sureland”);
(iv) CHINA
FIRE PROTECTION GROUP INC., an International Business Company organized under
the laws of the British Virgin Islands and its subsidiaries (collectively the
“Company”);
and
(v) all
the
shareholders of the Company who have executed this Agreement on the signature
page attached hereto as Exhibit A (the “Company
Shareholders”)
and
Xxxxx Xxx.
ARTICLE
1
SECURITIES
EXCHANGE
It
is
agreed as follows:
1.1 Agreement
to Exchange Securities.
Subject
to the terms and upon the conditions set forth herein, each Company Shareholder
agrees to sell, assign, transfer and deliver to UNIPRO, and UNIPRO agrees to
purchase from each Company Shareholder, at the Closing, all of the shares of
Company ordinary shares of capital stock, par value US$0.01 each (the
“Company
Shares”)
owned
by the respective Company Shareholder as listed in the Company Disclosure
Schedule, in exchange for the issuance by UNIPRO to each such Company
Shareholder a pro rata share of 701,538.46 UNIPRO shares of Series A Convertible
Preferred Stock, no par value (“UNIPRO
Preferred”).
Each
Company Shareholder’s pro rata share of the UNIPRO Preferred shall be determined
by multiplying 701,538.46 UNIPRO Preferred by a fraction, the numerator of
which
is the total number of Company Shares owned by the Company Shareholder at the
Closing and the denominator of which is the total number of Company Shares
issued and outstanding at the Closing. The Company has outstanding options
to
purchase Company shares. Such options shall be converted into 750,000options
to
purchase UNIPRO Common Stock, $0.001 par value (“Common Stock”) on the same
terms and conditions as the outstanding options. Fractional shares of UNIPRO
Preferred shall be issued as necessary..
1.2 Closing.
The
closing (“Closing”) of the exchange of the Company Shares and the Unipro
Preferred shall take place at the offices of Xxxxxxx Xxxxx & Xxxxx LLP,
located at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000, at 10:00
a.m.,
local time, on September 7, 2006, or at such other time and place as may be
agreed to by the Company and UNIPRO (“Closing
Date”).
1.3 Instruments
of Transfer.
(a) Company
Shares. Each Company Shareholder shall deliver to UNIPRO on the Closing Date
evidence of the Company Shares owned by the Company Shareholder (“Company
Certificates”),
if
any, along with duly executed assignments of such Company Certificates, in
order
to effectively vest in UNIPRO all right, title and interest in and to the
Company Shares owned by the Company Shareholder. From time to time after the
Closing Date, and without further consideration, the Company Shareholder will
execute and deliver such other instruments of transfer and take such other
actions as UNIPRO may reasonably request in order to more effectively transfer
to UNIPRO the securities intended to be transferred hereunder.
(b) UNIPRO
Preferred. UNIPRO shall deliver to the Company Shareholders on the Closing
Date
original certificates evidencing the Unipro Preferred, in form and substance
satisfactory to the Company Shareholders, in order to effectively vest in each
Company Shareholder its respective right, title and interest in and to the
Unipro Preferred. UNIPRO shall also deliver option agreements to the Company
Shareholders on the Closing Date, in form and substance satisfactory to the
Company Shareholders,. From time to time after the Closing Date, and without
further consideration, UNIPRO will execute and deliver such other instruments
and take such other actions as the Company Shareholders may reasonably request
in order to more effectively issue to them the Unipro Preferred and the option
agreements.
1.4 Restricted
Securities.
The
Unipro Preferred and the Common Stock issuable on conversion and on exercise
of
the options shall be issued pursuant to exemptions from the registration
requirements of the Securities Act of 1933, as amended (“Securities Act”), and
shall accordingly bear a restrictive legend subject to existing law, as more
fully described in Section 3.3 hereof.
1.5 Private
Placement.
Unipro
is conducting a private placement sale of up to 92,307.69
Unipro
Preferred and 9,307.6
Warrants
to purchase a share of Unipro Preferred concurrent with the transactions
underlying this Agreement for the gross proceeds of up to US $10 million at
$3.25 per share (the “Private Placement”). The parties acknowledge and agree
that the Private Placement and the share exchange contemplated by this Agreement
are intended to close concurrently and subject to the other, with the
understanding that the Private Placement shall be deemed to have closed first
in
time to be followed immediately by the share exchange contemplated by this
Agreement.
ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company, the Company Shareholders, Xxxxx Xxx and Sureland (where indicated)
hereby represent and warrant to UNIPRO as follows:
2.1 Disclosure
Schedule.
The
disclosure schedule attached hereto as Exhibit 2.1 (the “Company
Disclosure Schedule”)
is
divided into sections that correspond to the sections of this Article 2. The
Company Disclosure Schedule comprises a list of all exceptions to the truth
and
accuracy of, and of all disclosures or descriptions required by, the
representations and warranties set forth in the remaining sections of this
Article 2.
2.2 Corporate
Organization, etc.
(a) The
Company is an International Business Company duly organized, validly existing
and in good standing under the laws of the British Virgin Islands and each
of
the Company’s subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction, with the requisite
corporate power and authority to carry on its business as it is now being
conducted and to own, operate and lease its properties and assets, is duly
qualified or licensed to do business as a foreign corporation in good standing
in every other jurisdiction in which the character or location of the properties
and assets owned, leased or operated by it or the conduct of its business
requires such qualification or licensing, except in such jurisdictions in which
the failure to be so qualified or licensed and in good standing would not,
individually or in the aggregate, have a Material Adverse Effect (as defined
below) on the Company and its subsidiaries taken as whole. Complete and correct
copies of the Company’s articles of association and memorandum of association,
and of the organizational documents for each of the subsidiaries have previously
been made available to UNIPRO.
(b) Except
as
set forth on the Company Disclosure Schedule, the Company does not own or
control any capital stock of any corporation or any interest in any partnership,
joint venture or other entity (for purposes of this Article 2 and the
representations set forth herein, any reference to the Company shall include
the
Company and all of its subsidiaries disclosed in the Company Disclosure
Schedule, except where the context otherwise clearly requires). All capital
stock of the subsidiaries is owned by the Company free and clear of all liens,
claims and encumbrances except as set forth in the Company Disclosure Schedule.
Each entity in which the Company owns an interest is duly organized, validly
existing in good standing, and qualified to do business in each jurisdiction
in
which the nature of its business or the ownership or leasing of its properties
makes such qualification necessary other than in such jurisdictions where the
failure so to qualify would not have a Material Adverse effect on the Company
taken as a whole.
2.3 Capitalization.
The
authorized capital of the Company and the total number of Ordinary Shares issued
and outstanding as of the date of this Agreement and the owners thereof and
their holdings are as set forth in the Company Disclosure Schedule to this
Agreement. The shares owned by the Company Shareholders represent all of the
capital stock of the Company outstanding as of the date hereof. All issued
and
outstanding Company Shares are duly authorized, validly issued, fully paid
and
nonassessable and are without, and were not issued in violation of, preemptive
rights, other restrictions or any securities statute or regulation. Other than
as contemplated by this Agreement, there is no subscription, option, warrant,
call, right, contract, agreement, commitment, understanding or arrangement
to
which the Company or any subsidiary is a party, or by which either is bound,
with respect to the issuance, sale, delivery or transfer of the capital
securities of the Company or such subsidiary, including any right of conversion
or exchange or buy-back under any security or other instrument.
2.4 Authorization,
etc.
The
Company has all requisite corporate power and authority to enter into, execute,
deliver, and perform its obligations under this Agreement. This Agreement has
been duly and validly executed and delivered by the Company and is the valid
and
binding legal obligation of the Company enforceable against the Company in
accordance with its terms, subject to bankruptcy, moratorium, principles of
equity and other limitations limiting the rights of creditors generally. The
execution and delivery of this Agreement and the related documents and the
consummation of the transactions contemplated hereby and thereby have been
duly
authorized by the Board of Directors of the Company, and no other corporate
or
shareholder proceedings on the part of the Company are necessary to authorize
the transactions contemplated hereby and thereby.
2.5 Non-Contravention.
Except
as set forth in the Company Disclosure Schedule, neither the execution, delivery
and performance of this Agreement, nor the consummation of the transactions
contemplated herein will:
(a) violate,
contravene or be in conflict with any provision of the articles of association
or memorandum of association of the Company or its subsidiaries;
(b) be
in
conflict with, or constitute a default, however defined (or an event which,
with
the giving of due notice or lapse of time, or both, would constitute such a
default), under, or cause or permit the acceleration of the maturity of, or
give
rise to any right of termination, cancellation, imposition of fees or penalties
under any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which the Company or any subsidiary is a party or by which the
Company, any subsidiary, or any of the Company’s or any subsidiary’s properties
or assets is or may be bound;
(c) result
in
the creation or imposition of any pledge, lien, security interest, restriction,
option, claim or charge of any kind whatsoever (“Encumbrances”)
upon
any property or assets of the Company or any subsidiary under any debt,
obligation, contract, agreement or commitment to which the Company or any
subsidiary is a party or by which the Company, any subsidiary, or any of the
Company’s or any subsidiary’s assets or properties are bound; or
(d) materially
violate any statute, treaty, law, judgment, writ, injunction, decision, decree,
order, regulation, ordinance or other similar authoritative matters (referred
to
herein individually as a “Law”
and
collectively as “Laws”)
of any
foreign, federal, state or local governmental or quasi-governmental,
administrative, regulatory or judicial court, department, commission, agency,
board, bureau, instrumentality or other authority (referred to herein
individually as an “Authority”
and
collectively as “Authorities”).
2.6 Consents
and Approvals.
Except
as set forth in the Company Disclosure Schedule or those received or to be
received by the Company or its subsidiaries prior to the Closing, with respect
to the Company and/or its subsidiaries, no consent, approval, order or
authorization of or from, or registration, notification, declaration or filing
with (“Consent”)
any
individual or entity, including without limitation any Authority, is required
in
connection with the execution, delivery or performance of this Agreement by
the
Company or the consummation by the Company of the transactions contemplated
herein.
2.7 No
Brokers or Finders.
Except
as set forth in the Disclosure Schedule, no broker, finder or investment banker
is entitled to any brokerage, finder’s or other fee or commission in connection
with any of the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company.
2.8 Compliance.
The
Company and its subsidiaries have complied with and are not in violation of
any
Law or Authority requirements with respect to the conduct of their business,
or
the ownership or operation of their business, except for failures to comply
or
violations which, individually or in the aggregate, have not had and are not
reasonably likely to have a Material Adverse Effect on the Company and its
subsidiaries. To the knowledge of the Company and its subsidiaries, the
businesses and activities of the Company have not been and are not being
conducted in violation of any Law or Authority requirements. The Company and
its
subsidiaries are not in default or violation of any term, condition or provision
of any applicable Charter Documents or Contracts. Except as set forth in the
Company Disclosure Schedule, no written notice of non-compliance with any Law
or
Authority relating to or with respect to the business of the Company or its
subsidiaries has been received by the Company or its subsidiaries (and the
Company has no knowledge of any such or notice delivered to any other person
or
entity). To the knowledge of the Company and its subsidiaries, the Company
and
its subsidiaries are not in violation of any material term of any contract
or
covenant relating to employment, patents, proprietary information disclosure,
non-competition or non-solicitation.
2.9 Financial
Statements.
(a) The
Company has provided to UNIPRO a correct and complete copy of the audited
financial statements (including, in each case, any related notes thereto),
on a
consolidated basis, for the fiscal years ended December 31, 2004 and 2005,
prepared in accordance with the published rules and regulations of any
applicable governmental entity and with generally accepted accounting principles
of the United States (“U.S. GAAP”) applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes thereto) and audited
in accordance with the auditing standards of the Public Company Accounting
Oversight Board (“PCAOB”) by an independent accountant registered with PCAOB,
and such statements fairly present in all material respects the financial
position of Sureland, on a consolidated basis, at the respective dates thereof
and the results of its operations and cash flows for the periods indicated,
and
each does not contain any untrue statement of a material fact or omit to state
a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
(b) The
Company will provide to UNIPRO unaudited financial statements for the interim
six-month periods ended June 30, 2005 and 2006. The unaudited financial
statements will be a complete copy of the unaudited financial statements
(including, in each case, any related notes thereto) of Sureland, on a
consolidated basis, which statements will be prepared in accordance with U.S.
GAAP applied on a consistent basis throughout the period involved (except as
may
be indicated in the notes thereto), will be reviewed by an independent
accountant registered with PCAOB, and such statements will fairly present in
all
material respects the financial position of Sureland, on a consolidated basis,
at the dates thereof and the results of its operations and cash flows for the
periods indicated, except that the unaudited interim financial statements will
be subject to normal adjustments which are not expected to have a Material
Adverse Effect on the Company. The audited financial statements described in
Section 2.9(a) and the unaudited financial statements described in this Section
2.9(b) are collectively referred to herein as the “U.S. GAAP Financial
Statements”.
2.10 No
Undisclosed Liabilities.
Except
as
set forth in the Company Disclosure Schedule, The Company has no liabilities
individually in excess of $15,000 and in the aggregate in excess of $100,000
(absolute, accrued, contingent or otherwise) of a nature required to be
disclosed on a balance sheet or in the related notes to the consolidated
financial statements prepared in accordance with U.S. GAAP which are,
individually or in the aggregate, material to the business, results of
operations or financial condition of the Company, except: (i) liabilities
provided for in or otherwise disclosed in the consolidated balance sheets of
the
Company as of December 31, 2005, prepared in accordance with U.S. GAAP, which
have been delivered to UNIPRO, and (ii) such liabilities arising in the ordinary
course of business of the Company since December 31, 2005, none of which would
have a Material Adverse Effect on the Company.
2.11 Absence
of Certain Changes or Events.
Except
as
set forth in the Company Disclosure Schedule or in the unaudited financial
statements provided pursuant to Section 2.9(b) hereto, and except for the
transactions contemplated under this Agreement (including the Financing), there
has not been, with respect to the Company and its subsidiaries: (i) any Material
Adverse Effect, (ii) any declaration, setting aside or payment of any dividend
on, or other distribution (whether in cash, securities or property) in respect
of, any of equity securities, or any purchase, redemption or other acquisition
of any of equity securities or any options, warrants, calls or rights to acquire
any equity securities or other securities, (iii) any split, combination or
reclassification of any equity securities, (iv) any granting of any increase
in
compensation or fringe benefits, except for normal increases of cash
compensation in the ordinary course of business consistent with past practice,
or any payment of any bonus, except for bonuses made in the ordinary course
of
business consistent with past practice, or any granting of any increase in
severance or termination pay or any entry into any currently effective
employment, severance, termination or indemnification agreement or any agreement
the benefits of which are contingent or the terms of which are materially
altered upon the occurrence of a transaction of the nature contemplated hereby,
(v) entry into any licensing or other agreement with regard to the acquisition
or disposition of any intellectual property other than licenses in the ordinary
course of business consistent with past practice or any amendment or consent
with respect to any licensing agreement filed or required to be filed with
respect to any governmental entity or Authority, (vi) any material change in
its
accounting methods, principles or practices, (vii) any change in the auditing
firm, (vii) any issuance of securities, or (viii) any revaluation of any of
their respective assets, including, without limitation, writing down the value
of capitalized inventory or writing off notes or accounts receivable or any
sale
of assets other than in the ordinary course of business.
2.12 Litigation.
Except
as
se forth in the Company Disclosure Schedule, there are no claims, suits, actions
or proceedings pending, or to the knowledge of the Company, threatened against
the Company and its subsidiaries, before any court, governmental department,
commission, agency, instrumentality or authority, or any arbitrator that seeks
to restrain or enjoin the consummation of the transactions contemplated by
this
Agreement or which could reasonably be expected, either individually or in
the
aggregate with all such claims, actions or proceedings, to have a Material
Adverse Effect on the Company or have a Material Adverse Effect on the ability
of the parties hereto to consummate the Transaction.
2.13 Employee
Benefit Plans.
(a) All
employee compensation, incentive, fringe or benefit plans, programs, policies,
commitments or other arrangements (whether or not set forth in a written
document) covering any active or former employee, director or consultant of
the
Company and its subsidiaries, or any trade or business (whether or not
incorporated) which is under common control with the Company and its
subsidiaries, with respect to which the Company or any of its subsidiaries
has
liability (collectively, the “Plans”) has been maintained and administered in
all material respects in compliance with its terms and with the requirements
prescribed by any and all statutes, orders, rules and regulations which are
applicable to such Plans, and all liabilities with respect to the Plans have
been properly reflected in the consolidated financial statements of the Company.
No suit, action or other litigation (excluding claims for benefits incurred
in
the ordinary course of Plan activities) has been brought or is continuing,
or to
the knowledge of the Company is threatened, against or with respect to any
such
Plan. To the knowledge of the Company, there are no audits, inquiries or
proceedings pending or, threatened by any governmental agency with respect
to
any Plans. All contributions, reserves or premium payments required to be made
or accrued as of the date hereof to the Plans have been timely made or accrued.
Any Plan referenced herein can be amended, terminated or otherwise discontinued
after the Closing in accordance with its terms, subject to applicable laws,
without liability to UNIPRO or the Company (other than ordinary administration
expenses and expenses for benefits accrued but not yet paid).
(b) Except
as
contained in the Company Disclosure Schedule, neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will (i) result in any payment (including severance, unemployment compensation,
golden parachute, bonus or otherwise) becoming due to any stockholder, officer,
director or employee of the Company and its subsidiaries under any Plan or
otherwise, (ii) materially increase any benefits otherwise payable under any
Plan, or (iii) result in the acceleration of the time of payment or vesting
of
any such benefits.
2.14 Restrictions
on Business Activities.
Except
as
contained in the Company Disclosure Statement, there is no agreement,
commitment, judgment, injunction, order or decree binding upon the Company
or to
which the Company or any of its subsidiaries is a party which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of the Company, any acquisition of property by the Company
or the conduct of business by the Company as currently conducted other than
such
effects, individually or in the aggregate, which have not had and could not
reasonably be expected to have a Material Adverse Effect on the Company.
2.15 Title
to Property.
(a)
All
real
estate or land use rights owned by the Company and its subsidiaries (including
land use rights, improvements and fixtures thereon, easements and rights of
way)
(the “Real Property”) is shown or reflected on the U.S. GAAP Financial
Statements (as defined in Section 2.9(b)). The Company and its subsidiaries
have
obtained all governmental approval and permits necessary for the rights to
own
and to use such Real Property.
(b)
All
leases of real property held by the Company and all personal property and other
property and assets of the Company and its subsidiaries (other than Real
Property) owned, used or held for use in connection with the business of the
Company (the “Personal Property”) are shown or reflected on the U.S. GAAP
Financial Statements. The Company owns and have good and marketable title to
the
Personal Property, and all such assets and properties are in each case held
free
and clear of all Liens, except for liens disclosed in the U.S. GAAP Financial
Statements or in the Company Disclosure Schedule hereto, none of which Liens
has
or will have, individually or in the aggregate, a Material Adverse Effect on
such property or on the present or contemplated use of such property in the
businesses of the Company.
(c)
All
leases pursuant to which the Company leases from others material real or
personal property are valid and effective in accordance with their respective
terms, and there is not, under any of such leases, any existing material default
or event of default of the Company or, to the knowledge of the Company, any
other party (or any event which with notice or lapse of time, or both, would
constitute a material default), except where the lack of such validity and
effectiveness or the existence of such default or event of default could not
reasonably be expected to have a Material Adverse Effect on the
Company.
2.16 Governmental
Actions/Filings; Approvals.
Except
as set forth in the Company Disclosure Schedule, the Company and its
subsidiaries hold, and/or have made, all Governmental Actions/Filings and
Approvals reasonably necessary for the conduct by the Company and its
subsidiaries of their business (as presently conducted and to be conducted
following the Closing), except with respect to any Governmental Actions/Filings
and Approvals the failure of which to hold or make would not reasonably be
likely to have a Material Adverse Effect on the Company.
For
purposes of this Agreement, the term “Governmental Action/Filing” shall mean any
franchise, license, certificate of compliance, authorization, consent, order,
permit, approval, consent or other action of, or any filing, registration or
qualification with, any federal, state, municipal, foreign or other
governmental, administrative or judicial body, agency or authority.
ARTICLE
3
SEPARATE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS
Each
Company Shareholder, severally and jointly, represents, warrants and covenants
to and with UNIPRO with respect to himself, as follows:
3.1 Disclosure
Schedule.
The
disclosure schedule attached hereto as Exhibit 3.1 (the “Company
Shareholder Disclosure Schedule”)
is
divided into sections that correspond to the sections of this Article 3. The
UNIPRO Disclosure Schedule comprises a list of all exceptions to the truth
and
accuracy of, and of all disclosures or descriptions required by, the
representations and warranties set forth in the remaining sections of this
Article 3.
3.2 Power
and Authority.
The
Company Shareholder has all requisite power and authority to enter into and
to
carry out all of the terms of this Agreement and all other documents executed
and delivered in connection herewith (collectively, the “Company
Shareholder Documents”
or
“Documents”).
All
action on the part of the Company Shareholder necessary for the authorization,
execution, delivery and performance of the Company Shareholder Documents by
the
Company Shareholder has been taken and no further authorization on the part
of
the Company Shareholder is required to consummate the transactions provided
for
in the Documents. When executed and delivered by the Company Shareholder, the
Documents shall constitute the valid and legally binding obligation of the
Company Shareholder enforceable in accordance with their respective
terms.
3.3 Ownership
of and Title to Securities.
The
Company Shareholder Disclosure Schedule accurately and completely sets forth
all
of the Company Shares owned by the Company Shareholder as of the date hereof.
The Company Shareholder has good and marketable title to the Company Shares
which he (the terms “he” in this Agreement refers to both male and female) owns,
free and clear of all pledges, security interests, mortgages, liens, claims,
charges, restrictions or encumbrances, except for any restrictions imposed
by
federal or state securities laws.
3.4 Investment
and Related Representations.
(a) Securities
Laws Compliance.
The
Company Shareholder is aware that neither the Unipro Preferred nor the offer
or
sale thereof to the Company Shareholder has been registered under the Securities
Act, or under any state securities law. The Company Shareholder understands
that
the Unipro Preferred will be characterized as “restricted” securities under US
federal securities laws inasmuch as they are being acquired in a transaction
that has not been registered under the Securities Act and that under such laws
and applicable regulations such securities may be resold without registration
under the Securities Act only in certain limited circumstances. The Company
Shareholder agrees that the Company Shareholder will not sell all or any portion
of the Unipro Preferred except pursuant to registration under the Securities
Act
or pursuant to an available exemption from registration under the Securities
Act. The Company Shareholder understands that each certificate for the Unipro
Preferred issued to the Company Shareholder or to any subsequent transferee
shall be stamped or otherwise imprinted with the legend set forth below
summarizing the restrictions described in this Section 3.4 and that UNIPRO
shall
refuse to transfer the Unipro Preferred except in accordance with such
restrictions:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED
OF
IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S
COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT.
(b) Investment
Representation.
This
Agreement is made with the Company Shareholder in reliance upon the Company
Shareholder’s representation, which by the Company Shareholder’s execution of
this Agreement the Company Shareholder hereby confirms, that the Unipro
Preferred to be received by the Company Shareholder are being acquired pursuant
to this Agreement for investment and not with a view to the public resale or
distribution thereof unless pursuant to an effective registration statement
or
exemption under the Securities Act.
(c) No
Public Solicitation.
The
Company Shareholder is acquiring the Unipro Preferred after private negotiation
and has not been attracted to the acquisition of the Unipro Preferred by any
press release, advertising or publication.
(d) Access
to Information.
The
Company Shareholder acknowledges having received and reviewed UNIPRO’s reports
filed by UNIPRO with the Securities and Exchange Commission (“SEC”)
subsequent thereto (collectively the “SEC
Reports”)
and
acknowledge that any information contained therein is deemed disclosed by UNIPRO
and the Unipro Guarantors for purposes of the UNIPRO Disclosure Schedule as
well
as any other disclosures required hereunder.
(e) Investor
Solicitation and Ability to Bear Risk to Loss.
The
Company Shareholder, if a corporation or a partnership, has not been organized
for the purpose of acquiring the Unipro Preferred. The Company Shareholder
acknowledges that it is able to protect its interests in connection with the
acquisition of the Unipro Preferred and can bear the economic risk of investment
in such securities without producing a material adverse change in the Company
Shareholder’s financial condition. The Company Shareholder otherwise has such
knowledge and experience in financial or business matters that the Company
Shareholder is capable of evaluating the merits and risks of the investment
in
the Unipro Preferred.
(f) Investor
Status.
The
Company Shareholder is either (i) an “accredited investor” as that term is
defined in Regulation D promulgated under the Securities Act, or (ii) not a
U.S.
Person (as defined in Regulation S promulgated under the Securities Act), not
an
affiliate of UNIPRO, and at the time of the origination of contact concerning
this share exchange and at the date of execution and delivery of this Agreement
not within the United States, its territories and possessions.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF UNIPRO AND THE UNIPRO GUARANTORS
UNIPRO
represents and warrants, and the Unipro Guarantors represent and warrant, to
UNIPRO, the Company, and the Company Shareholders as follows:
4.1 Disclosure
Schedule.
The
disclosure schedule attached hereto as Exhibit 4.1 (the “UNIPRO
Disclosure Schedule”)
is
divided into sections that correspond to the sections of this Article 4. The
UNIPRO Disclosure Schedule comprises a list of all exceptions to the truth
and
accuracy of, and of all disclosures or descriptions required by, the
representations and warranties set forth in the remaining sections of this
Article 4. For purposes of this Article 4, any statement, facts,
representations, or admissions contained in the public filings made by UNIPRO
with the United States Securities and Exchange Commissions, are deemed to be
included in the UNIPRO Disclosure Schedule and all such information is deemed
to
be fully disclosed to the Company and the Company Shareholders.
4.2 Corporate
Organization, Standing and Power.
UNIPRO
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Florida. UNIPRO has all corporate power and authority
to
own its properties and to carry on its business as now being conducted and
is
duly qualified to do business and is in good standing in each jurisdiction
in
which it is required to be duly qualified and in good standing. UNIPRO does
not
own or control any capital stock of any corporation or any interest in any
partnership, joint venture or other entity.
4.3 Authorization.
UNIPRO
has all the requisite corporate power and authority to enter into this Agreement
and to carry out the transactions contemplated herein. The Board of Directors
of
UNIPRO has taken all action required by law, its articles of incorporation
and
bylaws or otherwise to authorize the execution, delivery and performance of
this
Agreement and the consummation of the transactions contemplated herein. This
Agreement is the valid and binding legal obligation of UNIPRO enforceable
against UNIPRO in accordance with its terms, except as such enforceability
may
be limited by applicable bankruptcy, insolvency, reorganization or similar
laws
that affect creditors’ rights generally.
4.4 Capitalization.
The
UNIPRO Disclosure Schedule accurately reflects as of the date hereof and the
Closing Date (i) the authorized capital of UNIPRO, (ii) the total number of
outstanding shares of UNIPRO Common Stock (“Unipro Shares”) and Unipro
Preferred, (iii) subscriptions, options, warrants, calls, rights, contracts,
agreements, commitments, understandings or arrangements to which UNIPRO is
a
party, or by which it is bound, with respect to the issuance, sale, delivery
or
transfer of the capital securities of UNIPRO, including any right of conversion
or exchange under any security or other instrument, and (iv) the list of
stockholders with their holdings. All issued and outstanding shares of UNIPRO
Common Stock are duly authorized, validly issued, fully paid and nonassessable
and are without, and were not issued in violation of, preemptive rights.
Immediately prior to the Closing, Unipro will have 1,200,000 shares of Common
Stock and no subscriptions, options, warrants, calls, rights, contracts,
agreements, commitments, understandings or arrangements to which UNIPRO is
a
party, or by which it is bound, with respect to the issuance, sale, delivery
or
transfer of the capital securities of UNIPRO, including any right of conversion
or exchange under any security or other instrument.
4.5 Non-Contravention.
Neither
the execution, delivery and performance of this Agreement nor the consummation
of the transactions contemplated herein will:
(a) violate
any provision of the articles of incorporation or bylaws, as amended, of UNIPRO;
(b) be
in
conflict with, or constitute a default, however defined (or an event which,
with
the giving of due notice or lapse of time, or both, would constitute such a
default), under, or cause or permit the acceleration of the maturity of, or
give
rise to, any right of termination, cancellation, imposition of fees or penalties
under, any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which UNIPRO is a party or by which UNIPRO or any of their
respective properties or assets is or may be bound;
(c) result
in
the creation or imposition of any encumbrance upon any property or assets of
UNIPRO under any debt, obligation, contract, agreement or commitment to which
UNIPRO is a party or by which UNIPRO or any of its respective assets or
properties is or may be bound; or
(d) violate
any Law of any Authority.
4.6 Consents
and Approvals.
No
consent is required by any person or entity, including without limitation any
Authority, in connection with the execution, delivery and performance by UNIPRO
of this Agreement, or the consummation of the transactions contemplated
herein.
4.7 Valid
Issuance.
The
UNIPRO Preferred to be issued in connection with this Agreement has been duly
authorized and, when issued, delivered and paid for as provided in this
Agreement, will be validly issued, fully paid and non-assessable. The Board
of
Directors of UNIPRO has determined that the consideration for such shares is
adequate.
4.8 SEC
Filings; Financial Statements.
(a) All
statements, reports, schedules, forms and other documents required to have
been
filed by UNIPRO with the SEC have been so filed and on a timely basis except
where a failure to timely file has no Material Adverse Effect on UNIPRO. As
of
the time it was filed with the SEC (or, if amended or superseded by a filing
prior to the date of this Agreement, then on the date of such filing): (i)
each
of the SEC Reports complied in all material respects with the applicable
requirements of the Securities Act or the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”); and (ii) none of the SEC Reports filed with
respect to the year ended December 31, 2005 and subsequent periods up to the
date hereof contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which
they
were made, not misleading.
4.9 Assets
and Liabilities.
The
Disclosure Schedule sets for as of the date hereof and as of the Closing all
assets and liabilities of UNIPRO as of those dates. For purposes of this
representation, the term “liabilities” is construed broadly and means
liabilities of whatever type to which UNIPRO is subject, whether currently
existing, absolute, contingent, or to which UNIPRO may become subject at some
point in the future, whether through lapse of time, the giving of notice, the
occurrence or non-occurrence of an event or events, or otherwise, based at
least
in part on events, actions, or inaction occurring before Closing.
Notwithstanding the forgoing, any liabilities which individually are less than
$2,000 or in the aggregate are less than $10,000 are excluded. For purposes
of
this representation, the term “liabilities” includes, but is not limited to
liabilities based on contract, tort, violation of laws, benefit plans, and
contracts and other agreements. For the sake of clarity, it is the intention
of
the parties that UNIPRO have no assets or liabilities at the time of closing
except for the liabilities listed in the Disclosure Schedule. If UNIPRO is,
or
may become in the future, subject to any liabilities based principally on
events, actions, or inaction of UNIPRO occurring before Closing which
individually exceeds $2,000 or $10,000 in the aggregate, this representation
will be breached. The Disclosure Schedule sets for a list of liabilities as
of
the date hereof and as of the Closing.
4.10 Books
and Records.
The
books of account, minute books, stock record books, and other material records
of UNIPRO, all of which have been made available to the Company, are complete
and correct in all material respects and have been maintained in accordance
with
reasonable business practices. The minute books of UNIPRO contain accurate
and
complete records of all formal meetings held, and corporate action taken by,
the
members, shareholders, the managers and committees of the managers of UNIPRO.
At
the Closing, all of those books and records will be in the possession of
UNIPRO.
4.11 No
Broker or Finder.
No
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with any of the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of UNIPRO.
4.12 Intercompany
And Affiliate Transactions; Insider Interests.
Except
as expressly identified in the UNIPRO Disclosure Schedule, there are, and since
the change of control on September 8, 2005 there have been, no transactions,
agreements or arrangements of any kind, direct or indirect, between UNIPRO,
on
the one hand, and any director, officer, employee, stockholder, or affiliate
of
UNIPRO, on the other hand, including, without limitation, loans, guarantees
or
pledges to, by or for UNIPRO or from, to, by or for any of such persons, that
are currently in effect.
4.13
Amendment to the Certificate of Incorporation. Unipro’s board of directors has
effected a 1 for 5 reverse stock split affecting the outstanding and authorized
shares of Common Stock, so that there are 13,000,000 authorized shares and
Unipro has delivered articles of amendment to the Certificate of Incorporation
to Florida Department of State with respect to change in authorized shares
and
such amendment is effective. The board of directors has adopted a certificate
of
designation for Series A Convertible Preferred in the form previously furnished
to the Company and Unipro has delivered articles of amendment to the Certificate
of Incorporation to Florida Department of State with respect to designation
and
such amendment is effective. The board of directors and shareholders of Unipro
have recommended and approved amendments to the Certificate of Incorporation
(a)
changing the name to China Fire Protection Group Inc and (b) increasing the
number of shares of Common Stock and has delivered articles of amendment with
respect thereto to the Company for filing with the Florida Department of
State.
ARTICLE
5
SEPARATE
REPRESENTATIONS AND WARRANTIES OF THE UNIPRO SHAREHOLDERS
Jaybelle
for itself and Xxxx Xxxxxxxxx for Castle Bison, Inc. (Jaybelle and Castle Bison,
Inc. being referred to and the “Unipro Shareholders”) warrants and covenants to
and with UNIPRO, the Company, and the Company Shareholders with respect to
the
Unipro Guarantors and the Unipro Shareholder Entities, as follows:
5.1 Power
and Authority.
Each
UNIPRO Shareholder has all requisite power and authority to enter into and
to
carry out all of the terms of this Agreement and all other documents executed
and delivered in connection herewith (collectively, the “Documents”).
All
action on the part of UNIPRO Shareholder necessary for the authorization,
execution, delivery and performance of the Documents by UNIPRO Shareholder
has
been taken and no further authorization on the part of UNIPRO Shareholder is
required to consummate the transactions provided for in the Documents. When
executed and delivered by UNIPRO Shareholder, the Documents shall constitute
the
valid and legally binding obligation of UNIPRO Shareholder enforceable in
accordance with their respective terms.
5.2.
Ownership
of and Title to Securities.
The
UNIPRO Disclosure Schedule accurately and completely sets forth all of the
UNIPRO Shares owned by each UNIPRO Shareholder as of the date hereof. Each
UNIPRO Shareholder has good and marketable title to the Unipro Shares which
he
owns, free and clear of all pledges, security interests, mortgages, liens,
claims, charges, restrictions or encumbrances, except for any restrictions
imposed by federal or state securities laws.
ARTICLE
6
COVENANTS
OF THE PARTIES
6.1 Full
Access.
Throughout the period prior to the Closing, each party will afford to the other
and its directors, officers, employees, counsel, accountants, investment
advisors and other authorized representatives and agents, reasonable access
to
the facilities, properties, books and records of the party in order that the
other may have full opportunity to make such investigations as it will desire
to
make of the affairs of the disclosing party. Each party will furnish such
additional financial and operating data and other information as the other
will,
from time to time, reasonably request, including without limitation access
to
the working papers of its independent certified public accountants; provided,
however, that any such investigation will not affect or otherwise diminish
or
obviate in any respect any of the representations and warranties of the
disclosing party.
6.2 Confidentiality.
Each of
the parties hereto agrees that it will not use, or permit the use of, any of
the
information relating to any other party hereto furnished to it in connection
with the transactions contemplated herein (“Information”)
in a
manner or for a purpose detrimental to such other party or otherwise than in
connection with the transaction, and that they will not disclose, divulge,
provide or make accessible (collectively, “Disclose”),
or
permit the Disclosure of, any of the Information to any person or entity, other
than their respective directors, officers, employees, investment advisors,
accountants, counsel and other authorized representatives and agents, except
as
may be required by judicial or administrative process or, in the opinion of
such
party’s counsel, by other requirements of Law; provided, however, that prior to
any Disclosure of any Information permitted hereunder, the disclosing party
will
first obtain the recipients’ undertaking to comply with the provisions of this
Section with respect to such information. The term “Information”
as
used
herein will not include any information relating to a party that the party
disclosing such information can show: (i) to have been in its possession prior
to its receipt from another party hereto without breach of any other
confidentiality agreement; (ii) to be generally available to the public through
no fault of the disclosing party; (iii) to have been available to the public
at
the time of its receipt by the disclosing party without breach of any
confidentiality agreement; (iv) to have been received separately by the
disclosing party in an unrestricted manner from a person entitled to disclose
such information; or (v) to have been developed independently by the disclosing
party without regard to any information received in connection with this
transaction. Each party hereto also agrees to promptly return to the party
from
whom it originally received such information all original and duplicate copies
of written materials containing Information should the transactions contemplated
herein not occur. A party hereto will be deemed to have satisfied its
obligations to hold the Information confidential if it exercises the same care
as it takes with respect to its own similar information.
6.3 Further
Assurances; Cooperation; Notification.
(a) Each
party hereto will, before, at and after Closing, execute and deliver such
instruments and take such other actions as the other party or parties, as the
case may be, may reasonably require in order to carry out the intent of this
Agreement. Without limiting the generality of the foregoing, at any time after
the Closing, at the reasonable request of UNIPRO and without further
consideration, the Company will execute and deliver such instruments of sale,
transfer, conveyance, assignment and confirmation and take such action as UNIPRO
may reasonably deem necessary or desirable in order to more effectively
consummate the transactions contemplated hereby.
(b) At
all
times from the date hereof until the Closing, each party will promptly notify
the other in writing of the occurrence of any event which it reasonably believes
will or may result in a failure by such party to satisfy the covenants specified
in this Article 6.
6.4 Satisfaction
of Conditions Precedent.
Each
party will use commercially reasonable efforts to satisfy or cause to be
satisfied all the conditions precedent that are applicable to them, and to
cause
the transactions contemplated by this Agreement to be consummated, and, without
limiting the generality of the foregoing, to obtain all material consents and
authorizations of third parties and to make filings with, and give all notices
to, third parties that may be necessary or reasonably required on its part
in
order to effect the transactions contemplated hereby.
6.5 Resignation
of Officers And Directors.
At the
Closing, the pre-Closing officers and directors of UNIPRO shall submit their
written resignations from such offices effective as of the Closing. Prior to
their resignations, the pre-Closing directors of UNIPRO shall appoint to the
board of directors of UNIPRO the following persons: Gangjin Li, Xxxxx Xxx,
and
Xxxxxx Xx.
6.6 Information
Statement. Unipro will promptly file with the SEC a preliminary copy of an
information statement with respect to the change of the name of Unipro to China
Fire Protection Group Inc. and to increase the authorized shares of Common
Stock
to 65,000,000, uses its best efforts so that the SEC has no, or no further
comments, and promptly distribute to Unipro shareholders.
ARTICLE
7
CONDITIONS
TO THE OBLIGATIONS OF UNIPRO AND THE UNIPRO GUARANTORS
Notwithstanding
any other provision of this Agreement to the contrary, the obligation of UNIPRO
and the Unipro Guarantors to effect the transactions contemplated herein will
be
subject to the satisfaction at or prior to the Closing, or waiver by UNIPRO
and
by all the Unipro Guarantors, of each of the following conditions:
7.1 Representations
and Warranties True.
The
representations and warranties of the Company, the Company Shareholders, and
Sureland contained in this Agreement, including without limitation in the
Company Disclosure Schedule initially delivered to UNIPRO as Exhibit 2.1, will
be true, complete and accurate in all material respects as of the date when
made
and as of the Closing Date as though such representations and warranties were
made at and as of such time, except for changes specifically permitted or
contemplated by this Agreement, and except insofar as the representations and
warranties relate expressly and solely to a particular date or period, in which
case they will be true and correct at the Closing with respect to such date
or
period.
7.2 Performance.
The
Company and the Company Shareholders will have performed and complied in all
material respects with all agreements, covenants, obligations and conditions
required by this Agreement to be performed or complied with by the Company
and
the Company Shareholders on or prior to the Closing.
7.3 Required
Approvals and Consents.
(a) All
action required by law and otherwise to be taken by the members of the board
of
directors of the Company to authorize the execution, delivery and performance
of
this Agreement and the consummation of the transactions contemplated hereby
will
have been duly and validly taken.
(b) All
Consents of or from all Authorities required hereunder to consummate the
transactions contemplated herein, will have been delivered, made or obtained,
and UNIPRO will have received copies thereof.
(c) Agreements
and Documents. UNIPRO will have received a certificate of good standing of
the
Company from the British Virgin Islands and any other states where the Company
is qualified to do business, as of the most recent practicable
date.
7.4 No
Proceeding or Litigation.
No
suit, action, investigation, inquiry or other proceeding by any Authority or
other person or entity will have been instituted or threatened which delays
or
questions the validity or legality of the transactions contemplated hereby
or
which, if successfully asserted, would, in the reasonable judgment of UNIPRO,
individually or in the aggregate, otherwise have a Material Adverse Effect
on
the Company’s business, financial condition, prospects, assets or operations or
prevent or delay the consummation of the transactions contemplated by this
Agreement.
7.5 Legislation.
No Law
will have been enacted which prohibits, restricts or delays the consummation
of
the transactions contemplated hereby or any of the conditions to the
consummation of such transaction including any pre-approval requirement for
foreign listings.
7.6 Appropriate
Documentation.
UNIPRO
will have received, in a form and substance reasonably satisfactory to UNIPRO,
dated the Closing Date, all certificates and other documents, instruments and
writings to evidence the fulfillment of the conditions set forth in this Article
7 as UNIPRO may reasonably request.
7.7 Private
Placement.
The
Private Placement shall close for a minimum of $8 million concurrently with
the
closing under this Agreement.
7.8
8-K.
Confirmation by the auditors and counsel to Company that UNIPRO entity is
prepared to file a Form 8-K within the time allotted by Form 8-K and that the
draft of the Form 8-K complies as to form with the requirements of Form
8-K.
7.9 U.S.
GAAP Financial Statements.
Prior
to the Closing, the Company shall deliver to UNIPRO the U.S. GAAP Financial
Statements of the Company in final form. The U.S. GAAP Financial Statements
shall have been audited by the Accountant.
7.10 Legal
Opinion by Affiliated Companies’ Counsel.
The
legal
counsel of the Company shall have issued its legal opinion, in the English
language and addressed to UNIPRO and the Unipro Guarantors, that (i) the Company
is duly
formed or organized, validly existing and in good standing under the laws of
its
jurisdiction of organization and have the requisite power and authority to
own,
lease and operate its assets and properties and to carry on its business as
it
is now being or currently planned to be conducted, (ii) that the authorized
and
registered capital and the shares of capital stock outstanding of the Company
is
in accordance with the representations set forth in section 2.3, (iii) that
the
Unipro Preferred Shares are owned by the Company Shareholders as set forth
in
the Company Disclosure Schedule, (iv) that all issuances of the Company Shares
are in compliance with applicable laws (including applicable securities laws),
and (v) that the
Company has all proper authority to enter into this Agreement and the
transactions contemplated hereunder, and this Agreement and the transactions
contemplated hereunder have been duly authorized and approved by the Company’s
board of directors or comparable governing body and to the extent necessary
their members or stockholders, and this Agreement and the transactions
contemplated hereunder do not require any consents or approvals from any
governmental bodies or authorities.
7.11
Registration
Rights Agreement. Unipro
and the Unipro Guarantors shall have entered into a registration rights
agreement acceptable to the Company and to the Unipro Guarantors.
ARTICLE
8
CONDITIONS
TO OBLIGATIONS OF THE COMPANY AND THE COMPANY SHAREHOLDERS
Notwithstanding
anything in this Agreement to the contrary, the obligations of the Company
and
Company Shareholders to effect the transactions contemplated herein will be
subject to the satisfaction at or prior to the Closing, or waiver by all the
Company Shareholders, of each of the following conditions:
8.1 Representations
and Warranties True.
The
representations and warranties of UNIPRO and the Unipro Guarantors and contained
in this Agreement will be true, complete and accurate in all material respects
as of the date when made and at and as of the Closing, as though such
representations and warranties were made at and as of such time, except for
changes permitted or contemplated in this Agreement, and except insofar as
the
representations and warranties relate expressly and solely to a particular
date
or period, in which case they will be true and correct at the Closing with
respect to such date or period.
8.2 Performance.
UNIPRO
and the Unipro Guarantors will have performed and complied in all material
respects with all agreements, covenants, obligations and conditions required
by
this Agreement to be performed or complied with by UNIPRO at or prior to the
Closing.
8.3 Required
Approvals and Consents.
(a) All
action required by law and otherwise to be taken by the directors and
stockholders of the UNIPRO to authorize the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby
will have been duly and validly taken.
(b) All
Consents of or from all Authorities required hereunder to consummate the
transactions contemplated herein, will have been delivered, made or obtained,
and the Company will have received copies thereof.
8.4 Agreements
and Documents.
The
Company will have received the following agreements and documents, each of
which
will be in full force and effect:
(a) a
certificate executed on behalf of UNIPRO by its Chief Executive Officer
confirming that the conditions set forth in Sections 8.1, 8.2, and 8.3 have
been
duly satisfied;
(b) resolutions
of the board of directors of UNIPRO, certified by the secretary of UNIPRO,
approving the transactions contemplated by this Agreement, including the
issuance of the UNIPRO Shares and the matters referred to in Section 8.3 of
this
Agreement;
(c) certificates
representing the UNIPRO Shares registered in the names of the Company
Shareholders in accordance with Section 1.1;
(d) a
certified list of the record holders of UNIPRO Common Stock immediately prior
to
the Closing Date evidencing all of the shares of UNIPRO Common Stock issued
and
outstanding;
(e) a
certificate of good standing of UNIPRO from the State of Florida and any other
states where UNIPRO is qualified to do business, as of the most recent
practicable date;
(f) a
legal
opinion from a law firm of recognized standing in form and content reasonably
acceptable to the Company and its counsel to the effect that the transactions
involving of UNIPRO Shares under this Agreement does not require registration
under the Securities Act of 1933.
8.5 Legislation.
No Law
will have been enacted which prohibits, restricts or delays the consummation
of
the transactions contemplated hereby or any of the conditions to the
consummation of such transaction.
8.6 Appropriate
Documentation.
The
Company will have received, in a form and substance reasonably satisfactory
to
Company, dated the Closing Date, all certificates and other documents,
instruments and writings to evidence the fulfillment of the conditions set
forth
in this Article 8 as the Company may reasonably request.
8.7 Private
Placement.
The
Private Placement for a minimum of $8 million shall close concurrently with
the
closing under this Agreement.
8.8
8-K.
Confirmation by the auditors and counsel to Company that the UNIPRO is prepared
to file a Form 8-K within the time allotted by Form 8-K and that the draft
of
the Form 8-K complies as to form with the requirements of Form
8-K.
ARTICLE
9
TERMINATION
AND ABANDONMENT
9.1 Termination
by Mutual Consent.
This
Agreement may be terminated at any time prior to the Closing by the written
consent of the Company and UNIPRO.
9.2 Termination
by either the Company or UNIPRO.
This
Agreement may be terminated by either the Company or UNIPRO if the Closing
is
not consummated by the Closing Date (provided that the right to terminate this
Agreement under this Section 9.2 will not be available to any party whose
failure to fulfill any obligation under this Agreement has been the cause of
or
resulted in the failure of the Closing to occur on or before such date). This
Agreement may also be terminated by the Company for a material breach of any
representation, warranty, or covenant of UNIPRO or any UNIPRO Guarantor or
the
failure of any of the Company’s conditions to closing to be satisfied. This
Agreement may also be terminated by UNIPRO for breach of any representation,
warranty, or covenant of the Company or any Company Shareholder or the failure
of any of Unipro’s conditions to Closing to be satisfied.
9.3 Procedure
and Effect of Termination.
In the
event of termination of this Agreement and abandonment of the transactions
contemplated hereby by the Company or UNIPRO pursuant to this Article 9, written
notice thereof will be given to all other parties and this Agreement will
terminate and the transactions contemplated hereby will be abandoned, without
further action by any of the parties hereto. If this Agreement is terminated
as
provided herein:
(a) Each
of
the parties will, upon request, redeliver all documents, work papers and other
material of the other parties relating to the transactions contemplated hereby,
whether obtained before or after the execution hereof, to the party furnishing
the same;
(b) No
party
will have any liability for a breach of any representation, warranty, agreement,
covenant or the provision of this Agreement, unless such breach was due to
a
willful or bad faith action or omission of such party or any representative,
agent, employee or independent contractor thereof; and
(c) All
filings, applications and other submissions made pursuant to the terms of this
Agreement will, to the extent practicable, be withdrawn from the agency or
other
person to which made.
ARTICLE
10
MISCELLANEOUS
PROVISIONS
10.1 Survival
of Representations, Warranties and Covenants.
All of
the representations, warranties and covenants of UNIPRO and the Unipro
Guarantors in this Agreement in Articles 4, 5, 6 and 10 or in any instrument
delivered pursuant to this Agreement shall survive the Closing hereof for one
(1) year.
10.2 Expenses.
UNIPRO,
the Unipro Guarantors, the Company, and the Company Shareholders will each
bear
their own costs and expenses relating to the transactions contemplated hereby,
including without limitation, fees and expenses of legal counsel, accountants,
investment bankers, brokers or finders, printers, copiers, consultants or other
representatives for the services used, hired or connected with the transactions
contemplated hereby.
10.3 Amendment
and Modification.
Subject
to applicable Law, this Agreement may be amended or modified only by the
Company, UNIPRO and the Company Shareholders. All such amendments and
modifications to this Agreement must be in writing duly executed by all of
the
parties hereto.
10.4 Waiver
of Compliance; Consents.
Any
failure of a party to comply with any obligation, covenant, agreement or
condition herein may be expressly waived in writing by UNIPRO, on the one hand,
and the Company and the Company Shareholders, on the other, but such waiver
or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition will not operate as a waiver of, or estoppel with respect
to, any subsequent or other failure. No single or partial exercise of a right
or
remedy will preclude any other or further exercise thereof or of any other
right
or remedy hereunder. Whenever this Agreement requires or permits the consent
by
or on behalf of a party, such consent will be given in writing in the same
manner as for waivers of compliance.
10.5 Indemnification
Obligations in favor of the Executive Officers, Directors, and Employees of
UNIPRO
. From
and after the Closing Date, the Company, UNIPRO, the Company Shareholders,
and
Xxxxx Xxx shall reimburse, indemnify and hold harmless the executive officers,
directors, and employees of UNIPRO in office immediately prior to the Closing
(each such person and his heirs, executors, administrators, agents, successors
and assigns is referred to herein as a “UNIPRO Indemnified Party”) against and
in respect of:
(a) Any
and
all damages, losses, settlement payments, in respect of deficiencies,
liabilities, costs, expenses and claims suffered, sustained, incurred or
required to be paid by any UNIPRO Indemnified Party, and any and all actions,
suits, claims, or legal, administrative, arbitration, governmental or other
procedures or investigation against any Indemnified Party, which arises or
results from a third-party claim brought against a UNIPRO Shareholder
Indemnified Person to the extent based on the business, operations or assets
of
the Company or any of the Company’s subsidiaries or the actions or omissions of
any officer, director, shareholder, employee, or agent of the Company or any
of
the Company’s subsidiaries after the Closing this Agreement.
(b) UNIPRO
shall have no obligation to indemnify or hold harmless a Unipro Indemnified
Party for any settlement entered into by such Unipro Indemnified Party without
UNIPRO’s prior written consent after Closing of this Agreement. In addition, the
Company shall have no obligation to indemnify or hold harmless any UNIPRO
Indemnified Person for any damages, claims, losses or the like based on the
diminution in value of the Indemnified Person’s UNIPRO common shares.
10.6 Indemnification
Obligations in favor of UNIPRO.
From
and after the Closing Date, the Unipro Guarantors shall reimburse, indemnify
and
hold harmless UNIPRO, the Company, and the Company Shareholders, and the
executive officers, directors, and employees of UNIPRO and the Company in office
after the Closing (each such person and his heirs, executors, administrators,
agents, successors and assigns is referred to herein as a “Company Indemnified
Party”) against and in respect of any and all damages, losses, settlement
payments, in respect of deficiencies, liabilities, costs, expenses and claims
suffered, sustained, incurred or required to be paid by any Company Indemnified
Party, and any and all actions, suits, claims, or legal, administrative,
arbitration, governmental or other procedures or investigation against any
Indemnified Party, in respect of any breach of any representation, warranty,
covenant, or other agreement made by UNIPRO or a UNIPRO Guarantor. Jaybelle
will
retain at least $75,000 of assets for a period of at least one year and
thereafter such amount as to which any Company Indemnified has made an
indemnification claim.
10.7 Third
Party Beneficiaries.
Nothing
in this Agreement will entitle any person or entity other than a party hereto
and his, her or its respective successors and assigns permitted hereby to rely
upon any of the representations or warranties contained herein or to any claim,
cause of action, remedy or right of any kind.
10.8 Notices.
All
notices, requests, demands and other communications required or permitted
hereunder prior to the Closing will be made in writing and will be deemed to
have been duly given and effective: (i) on the date of delivery, if delivered
personally; or (ii) on the date of transmission, if sent by facsimile, telecopy,
telegraph, telex or other similar telegraphic communications equipment, or
to
such other person or address as a party will furnish to the other parties hereto
in writing in accordance with this subsection
|
If
to the Company and the Company Shareholders:
China
Fire Protection Group
South
Banbidian Industrial Park,
Liqiao
Township, Shunyi District
Beijing
101304, People’s Republic of China
Attn:
Xxxxx Xxx, CEO
Fax:
_x00 00 0000-0000
|
With
a copy to:
Xxxxxxx
Xxxxx & Xxxxx, LLP
000
Xxxxxx Xxxxxx
Xxxxx
0000
Xxxxxxx,
XX 00000-0000
Attn:
Xxxxxxx Xxxxxxx
Fax:
(000) 000-0000
|
or
to
such other person or address as the Company will furnish to the other parties
hereto in writing in accordance with this subsection..
|
If
to the UNIPRO and the Unipro Guarantors:
Unipro
Financial Services, Inc.
31200
Xxx Xxxxxxx, Xxxxx 000
Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn:
Xxxx Xxxxxxxxx
Fax:
(000)
000-0000
|
or
to
such other person or address as UNIPRO will furnish to the other parties hereto
in writing in accordance with this subsection.
10.9 Assignment.
This
Agreement and all of the provisions hereof will be binding upon and inure to
the
benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder will be assigned (whether voluntarily, involuntarily,
by
operation of law or otherwise) by any of the parties hereto without the prior
written consent of the other parties.
10.10 Counterparts.
This
Agreement may be executed simultaneously in one or more counterparts, each
of
which will be deemed an original, but all of which together will constitute
one
and the same instrument.
10.11 Headings.
The
table of contents and the headings of the sections and subsections of this
Agreement are inserted for convenience only and will not constitute a part
hereof.
10.12 Entire
Agreement.
Except
for a registration rights agreement between Unipro and the Unipro Guarantors
(which provides for third party beneficiary rights to persons whom Unipro deems
to be unable to sell otherwise than through registration), this Agreement,
the
Disclosure Schedules and the exhibits and other writings referred to in this
Agreement or in the Disclosure Schedules or any such exhibit or other writing
are part of this Agreement, together they embody the entire Agreement and
understanding of the parties hereto in respect of the transactions contemplated
by this Agreement and together they are referred to as this “Agreement” or the
“Agreement.” There are no restrictions, promises, warranties, agreements,
covenants or undertakings, other than those expressly set forth or referred
to
in this Agreement. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the transaction or
transactions contemplated by this Agreement. Provisions of this Agreement will
be interpreted to be valid and enforceable under applicable Law to the extent
that such interpretation does not materially alter this Agreement, provided,
however, that if any such provision becomes invalid or unenforceable under
applicable Law such provision will be stricken to the extent necessary and
the
remainder of such provisions and the remainder of this Agreement will continue
in full force and effect.
10.13 Remedies
and Injunctive Relief.
It is
expressly agreed among the parties hereto that monetary damages would be
inadequate to compensate a party hereto for any breach by any other party of
its
covenants in Article 6 hereof. Accordingly, the parties agree and acknowledge
that any such violation or threatened violation will cause irreparable injury
to
the other and that, in addition to any other remedies which may be available,
such party will be entitled to injunctive relief against the threatened breach
of Article 6 hereof or the continuation of any such breach without the necessity
of proving actual damages and may seek to specifically enforce the terms
thereof.
10.14 Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of Florida without regard to principles of conflicts of law.
10.15 Definition
of Material Adverse Effect.
“Material Adverse Effect” with respect to a party means a material adverse
change in or effect on the business, operations, financial condition, properties
or liabilities of the party taken as a whole, provided, however, that a Material
Adverse Effect will not be deemed to include (i) changes as a result of the
announcement of this transaction or (ii) changes in generally accepted
accounting principles.
[Signature
Page(s) to Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
|
By:
___________________________
Xxxx
Xxxxx, President
_____________________
Jaybelle,
Inc.
By:
Xxxxxx Xxxxxxxxxx
_____________________
Castle
Bison, Inc.
By:
Xxxx X. Xxxxxxxxx, Xx.,
|
CHINA
FIRE PROTECTION GROUP INC.
By:
______________________________
Xxxxx
Xxx, CEO
SURELAND
INDUSTRIAL FIRE SAFETY LIMITED
By:
______________________________
Gangjin
Li, Chairman
|
“COMPANY
SHAREHOLDERS”
Signatures
Appear on Exhibit A
Signature
Page to Securities Exchange Agreement
EXHIBIT
A
COMPANY
SHAREHOLDER SIGNATURE PAGE
|
Name
of Company Shareholder
|
Number
of Company Shares Owned
|
Signature
|
EXHIBIT
2.1
COMPANY
DISCLOSURE SCHEDULE
This
Disclosure Schedule is being furnished by the Company in connection with
the
execution and delivery of that certain Securities Exchange Agreement dated
as of
September 7, 2006 (the “Agreement”)
by and
among Unipro Financial Services Inc., a Florida corporation (“UNIPRO”),
China
Fire Protection Group, an International Business Company organized under
the
laws of the British Virgin Islands (the “Company”),
and
the shareholders of the Company named therein (the “Company
Shareholders”)
and
certain shareholders of UNIPRO (the “Unipro
Guarantors”).
Unless the context otherwise requires, all capitalized terms used in this
Disclosure Schedule shall have the respective meanings assigned to them in
the
Agreement.
The
section numbers in this Disclosure Schedule correspond to the section numbers
in
the Agreement; provided,
however, that
any
information disclosed herein under any section number shall be deemed to
be
disclosed and incorporated in any other section of the Agreement where such
disclosure would be deemed reasonably appropriate.
2.2(b)
Subsidiaries:
| 1. |
Sureland
Industrial Fire Safety Limited (Sureland)
|
| 2. |
Sureland
Industrial Fire Equipment Co., Ltd.
|
| 3. |
*
Beijing Sureland Creation Fire Prevention Technology Co.,
Ltd.
|
| 4. |
*
Beijing ZhongXiao Fire Safety Technology Co.,
Ltd.
|
| 5. |
*
Beijing Ju An Construction Fire Safety Technology Co.,
Ltd.
|
| 6. |
*
Beijing Hua An Times Fire Safety Technology Co.,
Ltd.
|
*
100%
owned by Sureland
Sureland
also owns 19% of TianJin Fire Protection Equipment Limited
2.7
No
Brokers and Finders
The
company has engaged X.X. Xxxxxxxxxx to be its private placement agent and
agreed
to pay X. X. Xxxxxxxxxx a commission of 7.5% of the funds raised.
2.11
Absence of Certain Changes or Events
The
company plans to adopt a new compensation plan for its management which will
be
set at market rate.
EXHIBIT
3.1
COMPANY
SHAREHOLDER DISCLOSURE SCHEDULE
This
Disclosure Schedule is being furnished by Company Shareholders in connection
with the execution and delivery of that certain Securities Exchange Agreement
dated as of September 1_, 2006 (the “Agreement”)
by and
among Unipro Financial Services Inc., a Florida corporation (“UNIPRO”),
China
Fire Protection Group, an International Business Company organized under
the
laws of the British Virgin Islands (the “Company”),
and
the shareholders of the Company named therein (the “Company
Shareholders”)
and
certain shareholders of UNIPRO (the “Unipro
Guarantors”).
Unless the context otherwise requires, all capitalized terms used in this
Disclosure Schedule shall have the respective meanings assigned to them in
the
Agreement.
The
section numbers in this Disclosure Schedule correspond to the section numbers
in
the Agreement, provided,
however, that
any
information disclosed herein under any section number shall be deemed to
be
disclosed and incorporated in any other section of the Agreement where such
disclosure would be deemed reasonably appropriate.
EXHIBIT
4.1
UNIPRO
DISCLOSURE SCHEDULE
This
Disclosure Schedule is being furnished by UNIPRO in connection with the
execution and delivery of that certain Securities Exchange Agreement dated
as of
September 1, 2006 (the “Agreement”)
by and
among Unipro Financial Services Inc, a Florida corporation (“UNIPRO”),
China
Fire Protection Group, an International Business Company organized under
the
laws of the British Virgin Islands (the “Company”),
and
the shareholders of the Company named therein (the “Company
Shareholders”)
and
certain shareholders of UNIPRO (the “Unipro
Guarantors”).
Unless the context otherwise requires, all capitalized terms used in this
Disclosure Schedule shall have the respective meanings assigned to them in
the
Agreement.
The
section numbers in this Disclosure Schedule correspond to the section numbers
in
the Agreement, provided,
however, that
any
information disclosed herein under any section number shall be deemed to
be
disclosed and incorporated in any other section of the Agreement where such
disclosure would be deemed reasonably appropriate.
