Exhibit 10.10
FUNDING AND SHARE REPURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of the 11th
day of July, 2005, by and between UniPro Financial Services, Inc.,
("UniPro", the "Purchaser") a validly existing Florida corporation,
and Xxxxxx Xxxxxxxxx, Xxxx X. Xxxxxx, Xxxx XxXxxxx and Suouconni
Corporation, the control shareholders ("Sellers") of UniPro.
WHEREAS, the Purchaser desires to purchase and the Sellers desire to
sell a total of two million Eight Hundred Thousand (2,800,000)
unregistered shares of UniPro's $0.001 par value Common Stock
previously issued and presently outstanding; and
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1. Sale and Purchase.
Section 1.1 Sale and Transfer of Assets. Sellers hereby agree to
sell, convey, transfer, assign and deliver to Purchaser and
Purchaser hereby agrees to purchase as herein provided, all of the
title, rights and interests of the Sellers in Two Million Eight
Hundred Thousand (2,800,000) unregistered shares of $0.001 par value
common stock previously issued by UniPro Financial Services, Inc.,
the "Common Shares".
Section 1.2 Purchase Price. The purchase price payable by the
Purchaser in consideration for the described Common Shares shall be
the aggregate sum of $150,000, payable as follows: On the execution
of this Agreement, the sum of $25,000 shall be paid as a non-
refundable deposit to assure future performance hereunder (funds
shall be wired or made payable to UniPro Financial Services, Inc.,
at the direction of Xxxx X. Xxxxxx) and shall be considered a
"break-up fee" or liquidated damages, in the event Purchaser fails
to close.
1.2-1 On Closing of the contemplated transaction, the
additional sum of $125,000 shall be due and payable to the Sellers.
1.2-2 The parties acknowledge that as additional consideration,
all of the Capital Shares of UPHoldings, Inc. (presently a
subsidiary of UniPro) shall be transferred to the Control
Shareholder's contemporaneously with the Closing of this Agreement.
Section 1.3 No Assumption of Liabilities. The Sellers acknowledges
that there shall be no known encumbrances, claims or obligations of
record, pending or otherwise on said shares, which were fully paid
on issuance, at the Closing of the aforementioned transaction, and
shall hold the Purchaser harmless from any all future claims or
encumbrances, whether known or unknown at the time of Closing. This
provision shall survive the Closing.
Section 1.4 Related Transaction. As a condition precedent to the
terms and obligations hereunder, the parties hereto agree that in a
contemporaneous transaction, UniPro is acquiring Assets from Global
Technology Resource Corporation in exchange for 4,000,000 shares of
UniPro's $0.001 par value common stock, and that such issuance in
combination with the shares being repurchased pursuant to this
Agreement shall result in a change of control of UniPro, and the
simultaneous election to the board of directors of the holders, or
their representatives, of the aforesaid shares; and the simultaneous
resignation of the present directors and officers.
1.4-1 It is acknowledged by the parties of the Related
Transaction and their representatives, that funding for the
acquisition of the shares as described heretofore in Section 1.1
shall be provided to UniPro by the new control shareholders and
their representatives.
ARTICLE 2. Representations and Warranties of Seller and Purchaser.
Section 2.1 Representations and Warranties of Seller. Seller
hereby represents and warrants to Purchaser as follows:
(a) Authority. Sellers have the legal power and authority to enter
into and perform this Agreement and the transactions contemplated by
this Agreement. The execution, delivery and performance of this
Agreement by Sellers and the transactions contemplated by this
Agreement have been duly and validly approved and authorized by all
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necessary corporate and shareholder action of Seller Suouconni
Corporation.
(b) Title to Asset. Sellers have good and marketable title to the
Common Shares conveyed hereunder.
(c) Actions Pending. There are no actions, suits or proceedings
pending or, to the knowledge of Sellers, threatened against or
affecting the Common Shares at law or in equity, or before any
governmental or public office, agency or authority which involves
the possibility of any liability or which may result in any adverse
change of ownership.
(d) Brokers. The parties acknowledge that there was no broker or
finder who brought about the subject transaction. Each party agrees
to indemnify and save harmless the other in the event of a third
party claim.
(e) Absence of Conflicts and Consent Requirements. Sellers execution
and delivery of this Agreement and performance of its obligations
hereunder, including the sale of the Purchased Asset hereunder, do
not (i) conflict with or violate Seller Suouconni's Articles of
Incorporation or Bylaws, (ii) violate or, alone or with notice or
the passage of time, result in the material breach or termination
of, or otherwise give any contracting party the tight to terminate
or declare a default under, the terms of any written agreement to
which Sellers are a party or by which its properties or assets may
be bound; or (iii) violate any judgment, order, decree, or to the
knowledge of Sellers, any law, statute, regulation or other judicial
or governmental restriction to which Sellers are subject.
Section 2.2 Representations and Warranties of Purchaser.
Purchaser hereby represents and warrants to Seller as follows:
(a) Due Organization. Purchaser is a corporation duly organized,
existing and in good standing under the laws of the State of
Florida.
(b) Authority. Purchaser has the legal power and authority to enter
into and perform this Agreement and the transaction contemplated by
this Agreement. The execution, delivery and performance of this
Agreement by Purchaser and the transactions contemplated by this
Agreement have been duly and validly approved and authorized by all
necessary corporate action of Purchaser. Neither the execution and
delivery by the Purchaser of this Agreement, nor the consummation of
the transactions contemplated hereby, not compliance by Purchaser
with any of the provisions hereof will: i) conflict with or result
in a breach of any provision of the Articles of Incorporation or
Bylaws of Purchaser, or (ii) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to Purchaser or any
of its properties or assets.
(c) Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by Purchaser
in such a manner as not to give rise, as the result of any action of
Purchaser, to any valid claim against the Seller for a brokerage
commission, finders fee or other like payment.
ARTICLE 3. Closing.
Section 3.1 Closing Date. The closing for the consummation of the
transactions contemplated by this Agreement (the Closing) shall be
held at such time and place as the parties shall hereafter agree,
but no later than July 31, 2005, or by contemporaneous delivery by
the respective party to the other of signed documents, as may be
required.
Section 3.2 Obligations of Sellers.
(a) Upon the receipt of the final payment due hereunder the Sellers
shall deliver to Purchaser, share certificates from each of the
Sellers aggregating 2,800,000 of the outstanding UniPro Common
Shares in negotiable form (duly executed stock powers or
assignments, with medallion signature guarantees, and other good and
sufficient instruments of conveyance and transfer as may be
reasonably requested by Purchaser in form satisfactory to Purchaser
and its counsel, as shall be effective to vest, in accordance with
the terms of this Agreement, all rights, title and interest in and
to the demised Common Shares and other rights contemplated by this
Agreement.
(b) Copies certified by the Secretary or Assistant Secretary of
Seller - Suouconni, of the approval by its Board of Directors
authorizing the execution, delivery and performance of this
Agreement and all other agreements, documents and instruments
relating hereto and the consummation of the transactions
contemplated hereby.
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ARTICLE 4. Covenants of Sellers. Sellers agree and covenant with
Purchaser as follows:
Section 4.1. Accuracy of Representations and Warranties. Sellers
shall not take any action, which would render any representation or
warranty made herein by Sellers untrue in any material respect as of
the Closing Date.
Section 4.2 Notice of Breach or Failure of Condition. Sellers will
give notice promptly to Purchaser of the occurrence of any event or
the failure of any event to occur that would preclude the
satisfaction of any condition contained herein.
Section 4.3 Further Assurances. Sellers shall promptly execute and
deliver such instruments and take such actions as Purchaser
reasonably may request in order to effect the transactions
contemplated by this Agreement and to satisfy each of the conditions
set forth in Article 6 of this Agreement.
Section 4.4 Full Efforts of Sellers to Obtain Consents. Sellers
shall use their full efforts to obtain promptly all consents and
authorizations of third parties, to make all filings, and to give
all notices to third parties which may be necessary and reasonably
required in order to effect, or in connection with, the transactions
contemplated by this Agreement.
ARTICLE 5. Covenants of Purchaser and Sellers.
Section 5.1 Publicity. Purchaser and Sellers agree to maintain in
confidence information concerning this Agreement and the
transactions contemplated by this Agreement. The parties shall
consult with each other prior to any public announcements or
disclosures required by law to be made with respect to the
transactions contemplated by this Agreement, and no other
announcements will be made without mutual consent of the parties.
Section 5.2 Full Efforts. Purchaser and Sellers will use their full
efforts to perform or cause to be satisfied each covenant or
condition to be performed or satisfied by them.
Section 5.3 Governmental and other Filings. Sellers and Purchaser
agree to cooperate with each other in filing any necessary
applications, reports or other documents with any Federal; or State
authorities having jurisdiction with respect to the transactions
contemplated by this Agreement and in seeking necessary consultation
with and favorable action by any such agencies, authorities or
bodies.
Section 5.4 Cooperation After Closing. After the Closing Date,
Purchaser and Seller shall whenever and as often as shall be
reasonably required by the other, execute, acknowledge and deliver,
or cause to be executed, acknowledged and delivered, any and all
further instruments as may be necessary or expedient to consummate
the transactions provided for in this Agreement.
ARTICLE 6. Conditions to Sale.
Section 6.1 Conditions Precedent to Obligations of Purchaser. All
obligations of Purchaser under this Agreement are, at the option of
Purchaser, subject to and shall be conditioned upon the satisfaction
on or prior to the Closing Date, of each of the following additional
conditions:
(a) Representations, Warranties and Agreements of Sellers. Except
for changes contemplated by this Agreement and changes occurring in
the ordinary course of business, the representations, warranties and
agreements made by Sellers herein shall be true in all material
respects on an as of the Closing Date with the same effect as though
such representations and warranties had been made or given on and as
of the Closing Date.
(b) Necessary Approvals: Regulatory Authorizations. All
authorizations and approvals of any third parties, including Federal
or State regulatory bodies and officials, necessary, in the
reasonable opinion of Purchaser, for the consummation of the
transactions contemplated by this Agreement, and the continuation in
all material respects of the business without interruption after the
Closing Date in substantially the manner in which such business is
now conducted, shall have been received and shall be in full force
and effect.
(c) Corporate Authorization. All resolutions and actions necessary
to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby by Sellers shall have been duly and validly made and taken,
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and Sellers shall have full power and right to consummate the
transactions contemplated hereby.
(d) Payment of Transfer Taxes. The Sellers shall have paid or made
provision for payment of all transfer taxes sales taxes or other
similar taxes, which become due by reason of the transactions herein
provided, if any.
Section 6.2 Conditions Precedent to Obligations of Sellers. All
obligations of Sellers under this Agreement are subject to and shall
be conditioned upon the satisfaction prior to the Closing Date, of
each of the following conditions:
(a) Representations, Warranties and Agreements of Purchaser. The
representations, warranties and agreements made by Purchaser herein
shall be true in all material respects on and as of the Closing Date
with the same effect as though such representations and warranties
had been made or given on and as of the Closing Date with the same
effect as though such representations and warranties had been made
or given on and as of the Closing Date, except as affected by
transactions contemplated hereby. Purchaser shall have performed in
all material respects the obligations, agreements and covenants
undertaken herein to be performed at or prior to the Closing Date.
(b) Corporate Authorization. All resolutions and actions necessary
to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby by Purchaser shall have been duly and validly made and taken,
and Purchaser shall have full power and right to consummate the
transactions contemplated hereby.
(c) The successor directors and officers to the present directors
and officers shall abide by the terms and conditions of this
Agreement.
ARTICLE 7. Termination.
Section 7.1 Terminations by Mutual Consent. At any time on or prior
to the Closing Date, this Agreement may be terminated by the mutual
consent of Purchaser and Sellers without liability on the part of
any party other than the "break-up fee described in Section 1.2
hereinabove. In the event of the termination of this Agreement by
mutual consent, this Agreement shall become void and have no effect.
Section 7.2 Terminations Upon Breach or Default. At any time on or
prior to the Closing Date, if a material default shall be made by a
party in the observance or in the due and timely performance of the
covenants herein contained, or if there shall have been a material
breach by a party of any of the representations and warranties set
forth in this Agreement, Purchaser or Seller, as the case may be,
may terminate this Agreement without prejudice to its other rights
and remedies, including such party's right to recover its expenses,
costs, and other damages.
Section 7.3 Termination Based Upon Conditions. If the conditions of
this Agreement to be complied with or performed by a party on or
before the Closing Date shall not have been complied with and such
noncompliance or nonperformance shall not have been waived, the
party to whom the benefit of such condition runs may terminate this
Agreement without prejudice to its other rights and remedies,
including such party's right to recover its expenses, costs and
other damages.
ARTICLE 8. Performance.
Section 8.1 Guarantee of Performance. The new control persons,
directors and officers of UniPro upon the simultaneous closing of
both this Agreement and the Related Transaction as more fully
described in Section 1.4 hereinabove, shall undertake to comply with
the provisions hereof. They shall use their full efforts to assure
that the Purchaser shall not default in any respect to payment in
full of the Purchase Price. Further, that prior to the completion of
such payment, acting in their capacities at that time as control
shareholders, directors and officers, they specifically agree to
refrain from causing the Purchaser to issue any shares to
themselves, their assigns or representatives, in addition to those
shares they shall receive from the contemporaneous related
transaction.
Section 8.2 Specific Performance. The parties acknowledge that the
Common Shares represent a significant portion of the issued and
outstanding shares of UniPro, and as such if either party fails to
consummate the transactions contemplated by this Agreement, such
failure will cause irreparable harm to the other party, for which
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there will be no adequate remedy at law. Either party in such
circumstances shall be entitled, in addition to other remedies at
law, to specific performance of this Agreement in the absence of
just cause for a default in performance.
Section 8.3 Liquidated damages - Breach of Purchaser's Performance.
In addition to any remedy herein provided, in the event that the
Purchaser does not complete payment of the Purchase Price in full as
required herein, all payments made to date shall be retained by
Sellers as liquidated damages to compensate Sellers for their costs
and expenses in seeking legal enforcement hereof.
Section 9. Miscellaneous.
Section 9.1 Amendment. This agreement may be amended, modified or
supplemented in whole or in part only by an instrument in writing
executed by both Purchaser and Sellers.
Section 9.2 Assignment. The parties agree that neither this
Agreement nor any rights created hereby shall be assignable by any
party without the prior written consent of the other party.
Section 9.3 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall be
considered the original instrument.
Section 9.4 Expenses. Sellers and Purchaser shall each bear the
respective expenses incurred by them in connection with the
negotiation, execution and delivery of this Agreement and the
consummation of he transactions contemplated hereby.
Section 9.5 Sellers' Representative. By executing this Agreement,
the undersigned Sellers jointly and severally authorize Xxxx X.
Xxxxxx to be their agent for the delivery of the Common Shares, and
their collection agent for the proceeds of the contemplated sale
thereof. And unless otherwise notified in writing by one or more of
the Sellers, the Purchaser may fully rely on this authorization in
delivering each payment of the Purchase Price as said agent may
direct.
Section 9.6 Entire Agreement. This Agreement contains the entire
agreement between Purchaser and Seller with respect to the sale of
the Common Shares and supersedes all prior arrangements or
understandings, if any, with respect thereto.
Section 9.7 Descriptive Headings. The description headings are for
convenience of reference only and shall not control or affect the
meaning or construction of any provision of this Agreement.
Section 9.8 Notices. All notices or other communications that are
required or permitted hereunder shall be in writing and sufficient
if delivered personally or sent by registered or certified mail,
postage prepaid, addressed to the respective party at the address
provided, or delivered by electronic facsimile or Internet email,
with proof of delivery, to the appropriate numbers or email
addresses as may be provided by the parties.
Section 9.9 Survival of Covenants, Representations, Warranties and
Indemnifications. All covenants, representations and warranties made
by any party to this Agreement shall be deemed made for the purpose
of inducing the other parties to enter into this Agreement. The
representations, warranties and covenants contained in this
Agreement shall, except as otherwise provided in this Agreement,
survive the Closing indefinitely. The covenants, presentations and
warranties of both Seller and Purchaser are made only to and for the
benefit of the other party to this Agreement and shall not create or
vest rights in other persons. All provisions herein requiring future
performance shall survive the Closing.
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Section 9.10 Facsimile Signatures. One or more parties hereto may
execute this Agreement by delivery of a signed document through
electronic facsimile transmission.
Section 9.11 Controlling Law. This Agreement shall be governed by
and be construed in accordance with the laws of Florida.
Section 9.12 Closing Date. Notwithstanding any provision herein to
the contrary, the parties contemplate that the Closing Date shall be
mutually determined and will be on or before July 31, 2005, unless
otherwise agreed upon in writing.
IN WITNESS WHEREOF, the parties have caused this Funding and Share
Repurchase Agreement, consisting of 6 pages, including this
Signature Page, to be executed by their authorized officers and the
guarantors on or as of the date stated above.
Purchaser:
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UniPro Financial Services, Inc. ATTEST:
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By: /s/Xxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxxx Xxxxxxxxx, President Xxxx Xxxxxx, Secretary
Corporate Seller: Individual Sellers:
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Suouconni Corporation
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By: /s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxxxxx
---------------------------- ---------------------------
Xxxxx Xxxxxx, President Xxxxxx Xxxxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxx X. XxXxxxx
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Xxxx X. XxXxxxx
Approved and Agreed to for:
Global Technology Resource Holdings Corporation
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By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxx Xxxxxxxxx, President
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