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:
If to the Company and the Company Shareholders: With a copy to:
China Fire Protection Group Xxxxxxx Xxxxx & Xxxxx, LLP
South Banbidian Industrial Park, 925 Fourth Avenue
Liqiao Township, Shunyi District Suite 2900
Xxxxxxx 000000, Xxxxxx'x Xxxxxxxx of China Xxxxxxx, XX 00000-0000
Attn: Xxxxx Xxx, CEO Attn: Xxxxxxx Xxxxxxx
Fax: _x00 00 0000-0000 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.
UNIPRO FINANCIAL SERVICES INC. CHINA FIRE PROTECTION GROUP INC.
By: ___________________________ By: ______________________________
Xxxx Xxxxx, President Xxxxx Xxx, CEO
_____________________ SURELAND INDUSTRIAL FIRE SAFETY LIMITED
Jaybelle, Inc.
By: Xxxxxx Xxxxxxxxxx By: ______________________________
Gangjin Li, Chairman
_____________________
Castle Bison, Inc.
By: Xxxx X. Xxxxxxxxx, Xx.,
"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.
