SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of September 1,
2005, by and between Lomond International, Inc., a North Carolina corporation
(the "Buyer"), and each of the Shareholders of Unipro Financial Services, Inc.,
a Florida corporation, whose names appear on the signature pages hereof. Such
Shareholders are each referred to herein as a "Seller" and, collectively, as the
"Sellers".
The Buyer wishes to purchase from each Seller, and each Seller wishes to
sell to the Buyer, on the terms and subject to the conditions set forth in this
Agreement, the Sellers' shares listed on Schedule A, (the "Shares" or the
"Purchased Securities") of the Common Stock of Unipro Financial Services, Inc.
(the "Company"), par value $.001 per share (the "Common Stock").
The sale of the Shares by the Sellers to the Buyer will be effected in
reliance upon the exemption from securities registration afforded by the
provisions of Sec. 4(1) of the Securities Act of 1933 as amended.
In consideration of the mutual promises made herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Buyer and each Seller hereby agree as follows:
1. PURCHASE AND SALE OF SHARES.
1.1 Purchase and Sale of Purchased Securities. Upon the terms and subject
to the satisfaction or waiver of the conditions set forth herein, the Sellers
agree to sell and the Buyer agrees to purchase 4,550,000 shares of the Company's
Common Stock from the Sellers, in accordance with the number of Shares set forth
below each Seller's name on the signature pages hereof. The purchase price for
the Purchased Securities being purchased by the Buyer (the "Purchase Price")
shall be equal to the product of (x) the number of Shares purchased by the Buyer
multiplied by (y)$.087912. The date on which the closing of the purchase and
sale of the Purchased Securities occurs (the "Closing") is hereinafter referred
to as the "Closing Date". The Closing will be deemed to occur when (A) this
Agreement and the other Transaction Documents (as defined below) have been
executed and delivered by the Buyer and by each Seller, (B) each of the
conditions to Closing described in Section 5 hereof has been satisfied or waived
as specified therein, and (C) except as otherwise provided in the following
sentence, full payment of each Seller's Purchase Price has been made by the
Buyer by wire transfer of immediately available funds against physical delivery
by the Seller of duly executed certificates with stock powers endorsed
representing the Purchased Securities purchased by such Buyer at the Closing.
1.2 Certain Definitions. When used herein, the following terms shall have
the respective meanings indicated:
"Affiliate" means, as to any Person (the "subject Person"), any
other Person (a) that directly or indirectly through one or more intermediaries
controls or is controlled by, or is under direct or indirect common control
with, the subject Person, (b) that directly or indirectly beneficially owns or
holds ten percent (10%) or more of any class of voting equity of the subject
Person, or (c) ten percent (10%) or more of the voting equity of which is
directly or indirectly beneficially owned or held by the subject Person. For the
purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, through
representation on such Person's Board of Directors or other management committee
or group, by contract or otherwise.
"Business Day" means any day other than a Saturday, a Sunday or a
day on which the New York Stock Exchange or commercial banks located in New York
City are authorized or permitted by law to close.
"Closing" and "Closing Date" have the respective meanings specified
in Section 1.1 hereof.
"Common Stock" means issued and outstanding common stock, par value
$0.001 per share, of the Company.
"Disclosure Documents" means all written due diligence materials
delivered by Sellers to Buyer at any time at or prior to the Closing Date and
all SEC Documents.
"Effective Date" means the Closing Date.
"Governmental Authority" means any nation or government, any state,
provincial or political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including without limitation any stock exchange, securities
market or self-regulatory organization.
"Governmental Requirement" means any law, statute, code, ordinance,
order, rule, regulation, judgment, decree, injunction, franchise, license or
other directive or requirement of any federal, state, county, municipal, parish,
provincial or other Governmental Authority or any department, commission, board,
court, agency or any other instrumentality of any of them.
"Lien" means, with respect to any Property, any mortgage or
mortgages, pledge, hypothecation, assignment, deposit arrangement, security
interest, tax lien, financing statement, pledge, charge, or other lien, charge,
easement, encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on or with respect to
such Property (including, without limitation, any conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing).
"Material Adverse Effect" means an effect that has a material and
adverse effect on (i) the consolidated business, operations, properties,
financial condition, prospects or results of operations of the Company and its
Subsidiaries taken as a whole or (ii) the transactions contemplated by this
Agreement or the other Transaction Documents (as defined below).
"Material Contracts" means, as to the Company, any agreement
required pursuant to Item 601 of Regulation S-B or Item 601, as applicable, of
Regulation S-K under the Securities Act to be filed as an exhibit to any report,
schedule, registration statement or definitive proxy statement filed or required
to be filed by the Company with the Commission under the Exchange Act or any
rule or regulation promulgated thereunder, and any and all amendments,
modifications, supplements, renewals or restatements thereof.
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"NASD" means the National Association of Securities Dealers, Inc.
"Outstanding Registrable Securities" means, at any time, all
Registrable Securities outstanding, or issuable upon exercise of the Warrants
(without regard to any limitation on such exercise), at such time.
"Pension Plan" means an employee benefit plan (as defined in ERISA)
maintained by the Company for employees of the Company or any of its Affiliates.
"Permitted Liens" means the following:
(a) encumbrances consisting of easements, rights-of-way, zoning
restrictions or other restrictions on the use of real Property or
imperfections to title that do not (individually or in the aggregate)
materially impair the ability of the Company or any of its Subsidiaries to
use such Property in its businesses, and none of which is violated in any
material respect by existing or proposed structures or land use;
(b) Liens for taxes, assessments or other governmental charges that
are not delinquent or which are being contested in good faith by
appropriate proceedings, which proceedings have the effect of preventing
the forfeiture or sale of the Property subject to such Liens, and for
which adequate reserves (as determined in accordance with GAAP) have been
established; and
(c) Liens of mechanics, materialmen, warehousemen, carriers,
landlords or other similar statutory Liens securing obligations that are
not yet due and are incurred in the ordinary course of business or which
are being contested in good faith by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the
Property subject to such Liens, for which adequate reserves (as determined
in accordance with GAAP) have been established.
"Person" means any individual, corporation, trust, association,
company, partnership, joint venture, limited liability company, joint stock
company, Governmental Authority or other entity.
"Principal Market" means the principal exchange or market on which
the Common Stock is listed or traded.
"Property" means property and/or assets of all kinds, whether real,
personal or mixed, tangible or intangible (including, without limitation, all
rights relating thereto).
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"Purchase Price" has the meaning specified in Section 1.1 hereof.
"Purchased Securities" has the meaning set forth in the preamble to
this Agreement.
"Rule 144" means Rule 144 under the Securities Act, or any successor
provision.
"SEC Documents" has the meaning specified in Section 3.4 hereof.
"Securities" has the meaning specified in the preamble to this
Agreement.
"Subsidiary" means, with respect to any Person, any corporation or
other entity of which at least a majority of the outstanding shares of stock or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors (or Persons performing similar
functions) of such corporation or entity (irrespective of whether or not at the
time, in the case of a corporation, stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries.
"Transaction Documents" means collectively, this Agreement, the
Share Option Agreement with respect to Common Stock, and the Warrant Option
Agreement with respect to Common Stock purchase warrants, each executed and
delivered as of the Closing Date..
1.3 Other Definitional Provisions. All definitions contained in this
Agreement are equally applicable to the singular and plural forms of the terms
defined. The words "hereof", "herein" and "hereunder" and words of similar
import referring to this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF EACH SELLER.
Each Seller hereby represents and warrants to the Buyer and agrees with
the Buyer that, as of the date of this Agreement and as of the Closing Date:
2.1 Authorization; Enforceability. Each Seller that is a legal entity is
duly and validly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization as set forth below such
Seller's name, on the signature page hereof with the requisite corporate power
and authority to sell the Purchased Securities owned by the Seller and to
execute and deliver this Agreement and the Transaction Documents to which such
Seller is a party. Each Seller that is an individual has full capacity,
authority and right to sell the Purchased Securities owned by the Seller and to
execute this Agreement and the Transaction Documents to which such Seller is a
party. This Agreement and the other Transaction Documents to which it is a party
each constitutes such Seller's valid and legally binding obligation, enforceable
in accordance with its terms, subject to (i) applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally and (ii) general principles of equity.
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2.2 Information. The Company has provided the Buyer with information
regarding the business, operations and financial condition of the Company, and
has arranged for the Buyer the opportunity to ask questions of and receive
answers from representatives of the Company, its officers, directors, employees
and agents concerning the Company. Neither such information nor any other
investigation conducted by the Buyer or its representatives shall modify, amend
or otherwise affect the Buyer's right to rely on the Seller's representations
and warranties contained in this Agreement.
2.3 Ownership. Each Seller certifies that his/her or its Shares sold to
the Buyer hereunder are owned solely by such Seller free and clear of any liens,
encumbrances or claim of any third party whatsoever and that such Seller is free
to sell his/her or its Shares as contemplated in this Securities Purchase
Agreement.
2.4 Reliance on Exemptions. The Shares are being sold to the Buyer in
reliance upon specific exemptions from the registration requirements of federal
and state securities laws and each Seller understands that the Buyer is relying
on the truth and accuracy of the representations and warranties of each Seller
set forth in this Section 2 in order to determine the availability of the
exemption to acquire the Shares without registration.
2.5 No Short Position in Company Securities. No Seller nor any person
trading on a Seller's behalf or at a Seller's direction has established or
maintained a short position in the Common Stock or any other securities of the
Company as of the Trading Day immediately preceding the Closing Date.
2.6 Fees. The Sellers are not obligated to pay any compensation or other
fee, cost or related expenditure to any underwriter, broker, agent or Company
representative in connection with the sale transactions contemplated hereby,
other than legal fees to counsel and the fees as set forth in Schedule 2.6.
Company may pay such fees on behalf of Sellers in cash or in the form of stock
issuances at the Closing, as Buyer may agree.
2.7 Due Authorization; Valid Issuance. The Shares are duly authorized and,
when issued to the Sellers were duly and validly issued, fully paid and
non-assessable. The Shares are and will be on the Closing Date free and clear of
any Liens and, based upon each Seller's representations in this Agreement, will
be sold and delivered in compliance with all applicable Federal and state
securities laws. At the time the Shares were issued and fully paid, the Company
had a specific business plan and was not a "blank check company" as defined
under Rule 419 promulgated under the Securities Act of 1933, as amended.
2.8 No Other Agreements. The Sellers have not, directly or indirectly,
entered into any agreement with or granted any right to other persons relating
to the terms or conditions of the transactions contemplated by this Agreement.
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2.9 Power of Attorney. Each Seller has previously authorized, and hereby
reauthorizes Xxxx X. Xxxxxx to act as his or her representative in delivering
negotiable shares to the Buyer and to receive his or her allocable portion of
the Purchase Price (to be paid in accordance with written instructions to be
provided by such representative to Buyer). The said representative shall pay the
appropriate and agreed costs and expenses incurred by Sellers, and distribute
the balance in accordance with the Seller's respective ownership interest in
Company in proportion to all Sellers interests. Sellers will save and hold
harmless Buyer from any costs, damages or liabilities arising from its reliance
on this representation.
3. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby represents and
warrants to each Seller and agrees with such Seller that, as of the date of this
Agreement and as of the Closing Date:
3.1 Organization, Good Standing and Qualification. The Buyer is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization and has all requisite power
and authority to enter into and complete the purchase sale transaction
contemplated in this Agreement.
3.2 Authorization; Consents. The Buyer has the requisite corporate power
and authority to enter into and perform its obligations under this Agreement,
including without limitation to acquire Shares from the Sellers in accordance
with the terms thereof. All corporate action on the part of the Buyer by its
officers, directors and stockholders necessary for the authorization, execution
and delivery of, and the performance of its obligations under this Agreement has
been taken, and no further consent or authorization of the Buyer, its Board of
Directors, stockholders, any Governmental Authority or organization, or any
other person or entity is required. The Company's Board of Directors has
determined, pursuant to a unanimous written consent, that its purchase of the
Shares are in the best interests of the Buyer.
3.3 Legend. The Buyer understands that the certificates representing the
Securities bear a restrictive legend in substantially the following form:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state, and may not
be offered or sold unless a registration statement under the
Securities Act and applicable state securities laws shall have
become effective with regard thereto, or an exemption from
registration under the Securities Act and applicable state
securities laws is available in connection with such offer or sale."
Notwithstanding the foregoing, it is acknowledged that, as long as
(A) the subsequent resale or transfer (including without limitation a pledge) of
any of the Shares is registered pursuant to an effective registration statement,
(B) the Shares have been sold pursuant to Rule 144, subject to receipt by the
Company of customary documentation in connection therewith, or (C) the Shares
are eligible for resale under Rule 144(k) or any successor provision, can be
reissued without any legend or other restrictive language and, with respect to
Certificates upon which such legend is stamped, the Company can issue new
certificates without such legend to the holder upon request.
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3.4 Fees. The Buyer is not obligated to pay any compensation or other fee,
cost or related expenditure to any underwriter, broker, agent or Company
representative in connection with the sale transactions contemplated hereby,
other than legal fees to counsel Buyer's fees shall be paid by the Company in
cash or in the form of stock issuances at the Closing, as Buyer may agree.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Each Seller and the Company
hereby represents and warrants to the Buyer agrees that, as of the date of this
Agreement and as of the Closing Date:
4.1 Organization, Good Standing and Qualification; Enforceability. The
Company is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization and has all requisite
power and authority to enter into and complete the purchase sale transaction
contemplated in this Agreement. The Company is duly qualified to transact
business and is in good standing in each jurisdiction in which it conducts
business except where the failure so to qualify has not had or would not
reasonably be expected to have a Material Adverse Effect. This Agreement and the
other transaction documents to which it is a party each constitutes the
Company's valid and legally binding obligation, enforceable in accordance with
its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally and (ii) general principles of equity.
4.2 SEC Documents; Agreements; Financial Statements; Other Information.
Except as described on Schedule 4.2 hereto, the Company has filed with the
Commission all reports, schedules, registration statements and definitive proxy
statements that the Company was required to file with the Commission through the
closing date including but not limited to the Company's July 31, 2005 quarterly
report (collectively, the "SEC Documents"). The Company is not aware of any
event occurring on or prior to the Closing Date (other than the transactions
effected hereby) that would require the filing of, or with respect to which the
Company intends to file, a Form 8-K after the Closing. Each SEC Document, as of
the date of the filing thereof with the Commission, complied in all respects
with the requirements of the Securities Act or Exchange Act, as applicable, and
the rules and regulations promulgated thereunder and, as of the date of such
filing (or if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing), such SEC Document (including all
exhibits and schedules thereto and documents incorporated by reference therein)
did not contain an untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. All
documents required to be filed as exhibits to the SEC Documents have been filed
as required. Except as set forth in the SEC Documents or any schedule or exhibit
attached hereto, the Company has no liabilities, contingent or otherwise, other
than liabilities incurred in the ordinary course of business which, under GAAP,
are not required to be reflected in the financial statements included in the SEC
Documents and which, individually or in the aggregate, are not material to the
consolidated business or financial condition of the Company and its Subsidiaries
taken as a whole. The financial statements included in the SEC Documents have
been prepared in accordance with GAAP consistently applied at the times and
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end adjustments).
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4.3 Capitalization; Debt Schedule. The capitalization of the Company as of
the date hereof, including its authorized capital stock, the number of shares
issued and outstanding, the number of shares issuable and reserved for issuance
pursuant to the Company's stock option plans and agreements, the number of
shares issuable and reserved for issuance pursuant to securities (other than the
Shares) exercisable for, or convertible into or exchangeable for any shares of
Common Stock and the number of shares initially to be reserved for issuance upon
exercise of the Warrants is set forth on Schedule 4.3 hereto. All issued and
outstanding shares of capital stock of the Company have been validly issued,
fully paid and non-assessable. No shares of the capital stock of the Company are
subject to preemptive rights or any other similar rights of security holders of
the Company or any Liens created by or through the Company. Except as disclosed
on Schedule 4.3, or as contemplated herein, as of the date of this Agreement and
as of the date of the Closing, there are no outstanding options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into or exercisable or
exchangeable for, any shares of capital stock of the Company or any of its
Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is
or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries (whether pursuant to anti-dilution, "reset" or other
similar provisions). Except described on Schedule 4.3 hereto, the Company has no
short or long term Debt, including trade credit, in excess of $200.00,
outstanding as of the date hereof or as of the Closing.
4.4 Due Authorization; Valid Issuance. The Shares when originally issued
were duly authorized, validly issued, fully paid and non-assessable. The Shares
are and will be on the Closing Date free and clear of any Liens and, assuming
the accuracy of each Seller's representations in this Agreement, will be sold
and delivered in compliance with all applicable Federal and state securities
laws.
4.5 No Conflict with Other Instruments. Neither the Company nor any of its
Subsidiaries is in violation of any provisions of its charter, bylaws or any
other governing document or in default (and no event has occurred which, with
notice or lapse of time or both, would constitute a default) under any provision
of any instrument or contract to which it is a party or by which it or any of
its Property is bound, or in violation of any provision of any Governmental
Requirement applicable to it, except for violations of any provision of a
Governmental Requirement that has not had or would not reasonably be expected to
have a Material Adverse Effect (any such violation or default, a "Current
Violation").
4.6 Financial Condition; Taxes; Litigation.
4.6.1 The Company's financial condition is, in all material
respects, as described in the Disclosure Documents, except for changes in the
ordinary course of business and normal adjustments that are not, in the
aggregate, materially adverse to the consolidated business or financial
condition of the Company and its Subsidiaries taken as a whole. There has been
no (i) material adverse change to the Company's business, operations,
properties, currently poor financial condition, prospects or results of
operations since the date of the Company's most recent audited and unaudited
financial statements contained in the Disclosure Documents or (ii) change by the
Company in its accounting principles, policies and methods except as required by
changes in GAAP.
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4.6.2 Each of the Company and its Subsidiaries (i) has prepared in
good faith and duly and timely filed all tax returns required to be filed by it
and such returns are complete and accurate in all material respects (ii) has
paid all taxes required to have been paid by it, except for taxes which it
reasonably disputes in good faith or the failure of which to pay has not had or
would not reasonably be expected to have a Material Adverse Effect, and has no
liability with respect to accrued taxes in excess of the amounts that are
described as accrued in the financial statements included in the Disclosure
Documents.
4.6.3 Neither the Company nor any of its Subsidiaries is the subject
of any pending or, to the Company's knowledge, threatened inquiry, investigation
or administrative or legal proceeding by the Internal Revenue Service, the
taxing authorities of any state or local jurisdiction, the Commission, the NASD,
any state securities commission or other Governmental Authority.
4.6.4 Except as described in Schedule 4.6.4, there is no material
claim, litigation or administrative proceeding pending or, to the Company's
knowledge, threatened or contemplated, against the Company or any of its
Subsidiaries, or against any officer, director or employee of the Company or any
such Subsidiary in connection with such person's employment therewith. Neither
the Company nor any of its Subsidiaries is a party to or subject to the
provisions of, any order, writ, injunction, judgment or decree of any court or
Governmental Authority which has had or would reasonably be expected to have a
Material Adverse Effect.
4.6.5 Shares of Company Common Stock are quoted on the
Over-the-Counter Bulletin Board ("OTC-BB") under the symbol "UPRO," and the
Company is in compliance in all material respects with all rules and regulations
of the NASD and the OTC-BB applicable to it and the Company Common Stock.
Between the date hereof and the Closing Date, the Company shall continue to
satisfy the requirements under the NASD, Pink Sheets and all other requirements
of applicable securities laws. Neither Company nor the past and present
officers, directors and Affiliates of Company have been the subject of, nor does
any officer or director of Company have any reason to believe that Company or
any of its past or present officers, directors, or Affiliates will be the
subject of, any civil or criminal proceeding or investigation by any federal or
state agency alleging a violation of securities laws. The Company has never been
a "blank check company" as defined under Rule 419 promulgated under the
Securities Act of 1933, as amended.
4.7 Intellectual Property. The Company and its Subsidiaries each owns or
possesses, licenses or can acquire or make use of, without undue expense, all
intellectual property assets that is necessary or appropriate for the operation
of its businesses as presently conducted and as proposed to be conducted,
without any known conflict with the rights of others. The consummation of the
transactions contemplated by this Agreement will not materially alter or impair,
individually or in the aggregate, any of such rights of the Company. To the
Company's knowledge, (i) none of its current products or services infringes upon
any intellectual property of any other Person, and no claim or litigation is
pending or, to the knowledge of the Company, threatened against the Company
contesting its right to sell or otherwise use any product or material or service
which has had or would reasonably be expected to have a Material Adverse Effect
and (ii) the use by the Company of any intellectual property does not infringe
the rights of any third party to such intellectual property. There is no
violation by the Company with respect to any intellectual property owned or used
by the Company and the Company's rights to such intellectual property are valid
and enforceable and no registration relating thereto has lapsed, expired or
terminated or is the subject of any claim or proceeding that could result in any
such lapse, expiration or termination. The Company and its Subsidiaries each has
complied in all material respects with its obligations pursuant to any agreement
relating to intellectual property rights that are the subject of licenses
granted by third parties.
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4.8 Registration Rights. Except as described on Schedule 4.8 hereto, the
Company has not granted or agreed to grant to any person or entity any rights
(including "demand" or "piggy-back" registration rights) to have any securities
of the Company registered with the Commission or any other governmental
authority which has not been satisfied in full prior to the date hereof.
4.9 Fees. Except as described on Schedule 4.9 hereto, neither the Sellers
nor the Company is obligated to pay any compensation or other fee, cost or
related expenditure to any underwriter, broker, agent or other representative in
connection with the transactions contemplated hereby. The Sellers will indemnify
and hold harmless the Buyer from and against any claim by any person or entity
alleging that the Buyer is obligated to pay any such compensation, fee, cost or
related expenditure in connection with the transactions contemplated hereby.
4.10 Foreign Corrupt Practices. Neither the Company, nor any of its
Subsidiaries nor any director, officer, agent, employee or other person acting
on behalf of the Company or any Subsidiary, has (i) used any corporate funds for
any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity, (ii) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee (including
without limitation any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment), or (iii) violated any provision of the Foreign Corrupt
Practices Act of 1977, as amended.
4.11 Employees. Each of the Company's executive officers (as defined in
Rule 501(f) of the Securities Act) (each, a "Key Employee") is currently serving
in the capacity indicated in Schedule 4.11, hereto. The Company has no knowledge
of any fact or circumstance (including without limitation (i) the terms of any
agreement to which such person is a party or any litigation in which such person
is or may become involved. No Key Employee has borrowed money pursuant to a
currently outstanding loan that is secured by Common Stock or any right or
option to receive Common Stock. No officer has borrowed money from the Company.
There is no strike, labor dispute or union organization activities pending or,
to the knowledge of the Company, threatened between it and its employees. None
of the Company's employees belong to any union or collective bargaining unit.
The Company has complied in all material respects with all applicable federal
and state equal opportunity and other laws related to employment.
4.12 Environment. The Company and its Subsidiaries have no liabilities
under any environmental laws, nor do any factors exist that are reasonably
likely to give rise to any such liability, affecting any of the properties owned
or leased by the Company or any of its Subsidiaries that, individually or in the
aggregate, have had or would reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any of the Subsidiaries has violated any
environmental law applicable to it now or previously in effect, other than such
violations or infringements that, individually or in the aggregate, have not had
and would not reasonably be expected to have a Material Adverse Effect.
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4.13 ERISA. Except as described on Schedule 4.13, the Company does not
maintain or contribute to, or have any obligation under, any Pension Plan. The
Company is in compliance in all material respects with the presently applicable
provisions of ERISA and the United States Internal Revenue Code of 1986, as
amended, except for matters that, individually or in the aggregate, have not
had, and would not reasonably be expected to have, a Material Adverse Effect.
4.14 Disclosure. No written statement, information, report, representation
or warranty made by the Company in this Agreement or furnished to the Buyer by
or on behalf of the Company or such Buyer's due diligence investigation contains
any untrue statement of a material fact or omits to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances in which made, not misleading. The Company has not disclosed to
the Buyer any event, circumstance or fact that would constitute material
non-public information as of the date of this Agreement or the Closing Date.
Following the issuance of the Form 8-K in accordance with Section 4.1(c) hereof,
the Buyer will not possess any material non-public information concerning the
Company. The Sellers acknowledge that the Buyer is relying on the
representations, acknowledgements and agreements made in this Section 4.14 in
making trading and other decisions concerning the Company's securities.
4.15 Reserved.
4.16 Property. The Company and its Subsidiaries have good and marketable
title to all Property owned by them which is material to the businesses of the
Company and its Subsidiaries, in each case subject to the liens reflected in
Schedule 4.16. Any Property held under lease by the Company and its Subsidiaries
is held by them under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use made or
proposed to be made of such Property by the Company and its Subsidiaries.
Neither the Company nor any of its Subsidiaries own any real Property.
4.17 Regulatory Permits. The Company and its Subsidiaries do not require
any certificates, authorizations and permits from any federal, state or foreign
regulatory authority in order to conduct their respective businesses other than
where the failure to possess such certificates, authorizations or permits,
individually or in the aggregate, has not had and would not reasonably be
expected to have a Material Adverse Effect.
4.18 Exchange Act Registration. The Company's Common Stock is registered
pursuant to Section 13 (d) of the Exchange Act and the Company has taken no
action designed to, or which, to the knowledge of the Company, is likely to have
the effect of, terminating the registration of the Common Stock under the
Exchange Act. The Company's Common Stock is not registered under Section 12(g)
of the Exchange Act.
11
4.19 Internal Controls and Procedures. The Company maintains internal
accounting controls, policies and procedures and such books and records as are
reasonably designed to provide reasonable assurance that (i) all transactions to
which the Company or any Subsidiary is a party or by which its properties are
bound are effected by a duly authorized employee or agent of the Company,
supervised by and acting within the scope of the authority granted by the
Company's senior management; (ii) the recorded accounting of the Company's
consolidated assets is compared with existing assets at regular intervals; and
(iii) all transactions to which the Company or any Subsidiary is a party, or by
which its properties are bound, are recorded (and such records are maintained)
in accordance with all material Government Requirements and as may be necessary
or appropriate to ensure that the financial statements of the Company are
prepared in accordance with GAAP.
4.20 Change of Control. The Company and its Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company's
Articles of Incorporation (or similar charter documents), or the laws of its
state of incorporation, financial instruments, agreements, or Bylaws, that is or
could become applicable to the Buyer as a result of the Buyer, the Sellers, and
the Company fulfilling their obligations or exercising their rights under the
Documents, including without limitation as a result of the sale of the Common
Stock from the Sellers to the Buyer and the Buyer's ownership of the Common
Stock.
4.21 No Violation or Conflict. Neither the sale of the Shares nor the
performance of the Company's obligations under this Agreement and all other
agreements entered into by the Company relating thereto by the Company will:
(i) violate, conflict with, result in a breach of, or constitute a default
(or an event which with the giving of notice or the lapse of time or both would
be reasonably likely to constitute a default) under (A) the articles or
certificate of incorporation, charter or bylaws of the Company, (B) any decree,
judgment, order, law, treaty, rule, regulation or determination applicable to
the Company of any court, governmental agency or body, or arbitrator having
jurisdiction over the Company or any of its subsidiaries or over the properties
or assets of the Company or any of its Affiliates, (C) the terms of any bond,
debenture, note or any other evidence of indebtedness, or any agreement, stock
option or other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Company or any of its Affiliates or subsidiaries is a
party, by which the Company or any of its Affiliates or subsidiaries is bound,
or to which any of the properties of the Company or any of its Affiliates or
subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision
of any underwriting or similar agreement to which the Company, or any of its
Affiliates or subsidiaries is a party except the violation, conflict, breach, or
default of which would not have a material adverse effect on the Company; or
(ii) result in the creation or imposition of any Lien, charge or
encumbrance upon the Shares or any of the assets of the Company, its
subsidiaries or any of its Affiliates; or
12
(iii) result in the activation of any anti-dilution rights or a reset or
repricing of any debt or security instrument of any other creditor or equity
holder of the Company, nor result in the acceleration of the due date of any
obligation of the Company; or
(iv) result in the activation of any piggy-back registration rights of any
person or entity holding securities of the Company or having the right to
receive securities of the Company.
5. COVENANTS OF SELLER AND THE COMPANY.
5.1 Unless waived by Buyer, Company agrees with the Buyer that it will,
prior to and following the Closing:
(a) (i) On the Business Day immediately following the date on which
this Agreement is executed and delivered, the Company will issue a press release
disclosing the material terms of this Agreement and the transactions
contemplated thereby and (ii) timely file with the Commission a Current Report
on Form 8-K disclosing the material terms of this Agreement and the collateral
Assets Purchase Agreement and the transactions contemplated thereby.
5.2 The Company will prior to the Closing:
(a) maintain its corporate existence in good standing;
(b) complete its audit for its fiscal year ended October 31, 2005
and complete, file and execute on its Current Quarterly Report on Form 10-QSB
for the period ended July 31, 2005.
(c) pay or discharge before becoming delinquent (a) all taxes,
levies, assessments and governmental charges imposed on it or its income or
profits or any of its Property and (b) all lawful claims for labor, material and
supplies, which, if unpaid, might become a Lien upon any of its Property, except
where the failure to do so would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; provided, however,
that the Company shall not be required to pay or discharge any tax, levy,
assessment or governmental charge, or claim for labor, material or supplies,
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings being diligently pursued and for which adequate reserves
have been established under GAAP;
(d) comply with all Governmental Requirements applicable to the
operation of its business, except for instances of noncompliance that would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect;
(e) comply with all agreements, documents and instruments binding on
it or affecting its Properties or business, including, without limitation, all
Material Contracts, except for instances of noncompliance that would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect;
(f) provide the Buyer with copies of all materials sent to its
stockholders, in each such case at the same time as delivered to such
stockholders; and
13
(g) timely file with the Commission all other reports required to be
filed pursuant to the Exchange Act, including the Quarterly Report on Form
10-QSB for the period endedJuly 31, 2005, and refrain from terminating its
status as an issuer required by the Exchange Act to file reports thereunder even
if the Exchange Act or the rules or regulations thereunder would permit such
termination.
(h) if not previously completed, assign the equity securities owned
by the Company's wholly-owned subsidiary, Upholdings, Inc. ("Upholdings"), to
Xx. Xxxx X. Xxxxxx and/or Xx. Xxxxxx Xxxxxxxxx. The assignment was approved on
August 30, 2005 by the Company's Board of Directors of the Company, by unanimous
written consent, and applies to 10,000 restricted common shares of Peer Review
Mediation and Arbitration, Inc., and 25,000 restricted common shares of Espre
Solutions, Inc.. The shares were assigned to Messrs Galant and Judkowitz for
their combined service to the Company and Upholdings from inception through
August 31, 2005. On or before the Closing Date, Seller shall provide an opinion
of counsel, in a form acceptable to Buyer, opining to the Buyer the validity of
such corporate action, that the approval of the Company's shareholders was not
required with respect to such assignment, and such other matters as may be
agreed and acceptable to Buyer
5.3 Use of Investor Name. Except as may be required by applicable law, the
Company shall not use, directly or indirectly, the Buyer's name or the name of
any of its affiliates in any advertisement, announcement, press release or other
similar communication unless it has received the prior written consent of the
Buyer for the specific use contemplated or as otherwise required by applicable
law or regulation.
5.4 Company's Instructions to Transfer Agent. On or prior to the Closing
Date, the Company shall execute and deliver irrevocable written instructions to
the transfer agent for its Common Stock (the "Transfer Agent"), and provide each
Seller with a copy thereof, directing the Transfer Agent to transfer the Shares
to the Buyer or its designees. The Sellers represent to and agree with the Buyer
that it will not give any instruction to the Transfer Agent that will conflict
with the foregoing instruction. In the event that the Company's relationship
with the Transfer Agent should be terminated for any reason, the Company shall
use its best efforts to cause the Transfer Agent to continue acting as transfer
agent pursuant to the terms hereof until such time that a successor transfer
agent is appointed by the Company and receives the instructions described above.
5.5 Disclosure of Information. The Company agrees that it will not at any
time disclose material non-public information of the Buyer without first
receiving such Buyer's written consent to such disclosure.
5.6 Negative Covenants. From and after the date hereof until the Closing
Date, except as contemplated by this Agreement or unless Buyer shall otherwise
agree in writing, the Company covenants and agrees that it shall not:
(a) declare, set aside, or pay any dividends on, or make any other
distributions in respect of, any of its capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution
for shares of its capital stock; purchase, redeem or otherwise acquire any
shares of its capital stock or any rights, warrants, or options to acquire any
such shares;
14
(b) enter into any Material Contract or amend, modify or waive any
rights under any Material Contract to which it is a party;
(c) issue, deliver, sell, pledge, dispose of or otherwise encumber
any shares of its capital stock or other securities, or any securities
convertible into, or any rights, warrants or options to acquire, any such shares
or securities or amend the terms of its outstanding capital stock;
(d) amend its Articles of Incorporation or By-laws;
(e) acquire any assets;
(f) adopt a plan of complete or partial liquidation;
(g) incur or modify any indebtedness for borrowed money or guarantee
any such indebtedness of another Person; issue or sell any debt securities; or
guarantee any debt securities of another Person;
(h) make any loans, advances or capital contributions to, or
investments in, any other Person;
(i) take any action or omit to take any action that would cause any
of its representations and warranties herein to become untrue in any material
respect; or
(j) authorize any of, or commit or agree to take any of, the
foregoing actions.
6. CONDITIONS TO CLOSING.
6.1 Conditions to Sellers' Obligations at the Closing. Each Seller's
obligations to effect the Closing, including without limitation its obligation
to sell the Shares at the Closing, are conditioned upon the fulfillment by Buyer
or waiver by such Seller of each of the following events as of the Closing Date:
6.1.1 the representations and warranties of Buyer set forth in this
Agreement shall be true and correct in all material respects as
of such date as if made on such date (except that to the extent
that any such representation or warranty relates to a particular
date, in which case such representation or warranty shall be true
and correct in all respects as of that particular date);
6.1.2 Buyer shall have complied with or performed in all material
respects all of the agreements, obligations and conditions set
forth in this Agreement and in the other Transaction Documents
that are required to be complied with or performed by Buyer on or
before the Closing;
6.1.3 the Closing Date shall occur on a date that is not later than
August 31, 2005; and
6.1.4 the aggregate Purchase Price to be paid to Sellers at the Closing
by the Buyer for the Shares shall be $400,000.00, less any agreed
transactional fees payable by Sellers under Section 2.6.
15
6.2 Conditions to Buyer's Obligations at the Closing. The Buyer's
obligations to effect the Closing are conditioned upon the fulfillment by the
Sellers and the Company (as applicable) or waiver by the Buyer of each of the
following events as of the Closing Date:
6.2.1 the representations and warranties of each Seller and the Company
shall be true and correct in all material respects as of such
date as if made on such date (except that to the extent that any
such representation or warranty relates to a particular date, in
which case such representation or warranty shall be true and
correct in all respects as of that particular date);
6.2.2 each Seller and the Company shall have complied with or performed
all of the agreements, obligations and conditions set forth in
this Agreement that are required to be complied with or performed
by such Seller and the Company on or before the Closing,
including the requirements of Article 5 of this Agreement, and
the payment of all transactional fees payable by Seller under
Section 2.6 and Section 3.4;
6.2.3 there shall be no injunction, restraining order or decree of any
nature of any court or Government Authority of competent
jurisdiction that is in effect that restrains or prohibits the
consummation of the transactions contemplated hereby;
6.2.4 Buyer shall have received from the Company's accountant a letter,
dated the Closing Date, that on the basis of the limited review,
not an audit, of the latest available accounting records of
Company, consultations with Company and its agents, and other
pertinent inquiries that he may deem necessary, it has no reason
to believe that, during the period from August 1, 2005 to a
specified date not more than five business days before the
Closing Date, there was any change in the financial condition or
results of operations of Company, except changes incurred in the
ordinary and usual course of business during that period, that in
the aggregate is not materially adverse, and other changes or
transactions, if any, contemplated by this Agreement, and that
the prior work product of the Company's accountant is valid and
may be relied upon by Buyer's accountant for purposes of drafting
the Form 10-KSB for fiscal year ending October 31, 2005;
6.2.5 Buyer shall have received copies of resignations of each of the
directors and officers of the Company which have been accepted by
the Company and Buyer's designees shall have been appointed as
directors and officers of the Company.
16
6.2.6 Due Diligence. Buyer shall have completed due diligence to its
satisfaction which shall be determined in its sole and reasonable
discretion.
6.2.7 Approval of Documentation. The form and substance of all
certificates, instruments, opinions, and other documents
delivered to Buyer under this Agreement shall be satisfactory in
all respects to Buyer and Buyer's counsel;
6.2.8 the Sellers shall have delivered to the Buyer duly executed
certificates representing the Shares, being purchased by the
Buyer;
6.2.9 each Seller shall have executed an irrevocable stock power
signature medallion guaranteed and delivered the same to the
Company; and
6.2.10 Each of the Transaction Documents shall have been duly and
validly executed and delivered by each of the parties thereto.
6.2.11 Buyer shall have received the opinion of Sellers' counsel in form
and substance satisfactory to Buyer, as described under Section
5.2(h).
7. MISCELLANEOUS.
7.1 Survival; Severability. The representations, warranties, covenants and
indemnities made by the parties herein shall survive the Closing notwithstanding
any due diligence investigation made by or on behalf of the party seeking to
rely thereon. In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that in such case the parties shall negotiate in good faith
to replace such provision with a new provision which is not illegal,
unenforceable or void, as long as such new provision does not materially change
the economic benefits of this Agreement to the parties.
7.2 Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors of
the Sellers and the Buyer. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. The Buyer may assign its rights and obligations hereunder, in
connection with any private sale or transfer of the Shares in accordance with
the terms hereof, as long as, as a condition precedent to such transfer, the
transferee executes an acknowledgment agreeing to be bound by the applicable
provisions of this Agreement, in which case the term "Buyer" shall be deemed to
refer to such transferee as though such transferee were an original signatory
hereto. The Sellers may not assign their right or obligations under this
Agreement.
17
7.3 No Reliance. Each party acknowledges that (i) it has such knowledge in
business and financial matters as to be fully capable of evaluating this
Agreement, and the transactions contemplated hereby, (ii) it is not relying on
any advice or representation of any other party in connection with entering into
this Agreement, or such transactions (other than the representations made in
this Agreement), (iii) it has not received from such party any assurance or
guarantee as to the merits (whether legal, regulatory, tax, financial or
otherwise) of entering into this Agreement or the performance of its obligations
hereunder and thereunder, and (iv) it has consulted with its own legal,
regulatory, tax, business, investment, financial and accounting advisors to the
extent that it has deemed necessary, and has entered into this Agreement based
on its own independent judgment and on the advice of its advisors as it has
deemed necessary, and not on any view (whether written or oral) expressed by
such other party.
7.4 Joint and Several Nature of Sellers' Obligations and Rights. The
obligations of each Seller hereunder are several and joint with the obligations
of the other Sellers hereunder.
7.5 Injunctive Relief; Indemnification. The Sellers acknowledges and
agrees that a breach by them of their obligations hereunder will cause
irreparable harm to the Buyer and that the remedy or remedies at law for any
such breach will be inadequate and agrees, in the event of any such breach, in
addition to all other available remedies, the Buyer shall be entitled to an
injunction restraining any breach and requiring immediate and specific
performance of such obligations without the necessity of showing economic loss.
Sellers agree to indemnify and hold Buyer harmless from any and all claims,
liabilities costs and losses arising from or related to the Company's actions
prior to the Closing Date. (the "Indemnity Obligation"). As additional
indemnity, Buyer shall be entitled to receive and retain, as partial payment
against any Indemnity Obligation, those shares of Common Stock of the Company
that are the subject of the Share Option Agreement to be executed at the
Closing, to which Mr. Galant and Xx. Xxxxxxxxx are parties, and that in the
event of any Indemnity Obligation and Buyer's election to retain such shares as
partial payment therefore, the Securities Purchase Agreement shall be of no
further force or effect, and no party thereto shall be entitled to cash payment
for the shares subject to the Option thereunder. It is agreed that the value of
such Option Shares, for the purpose of paying down any Indemnity Obligation
under Section shall be $125,000 or $1.00 per share (subject to equitable
adjustment in the event of a stock split, recapitalization, subdivision,
combination or similar action). Moreover, the Sellers hereby assume full
responsibility for Upholdings liabilities and agree to indemnify and hold Buyer
harmless from all transactions of Upholdings at any time prior to the Closing.
7.6 Governing Law; Jurisdiction. This Agreement shall be governed by and
construed under the laws of the State of Florida applicable to contracts made
and to be performed entirely within the State of Florida. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts sitting in the City of Fort Lauderdale, County of Broward, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding involving any Seller or permitted
assignee of an Seller, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.
18
7.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. This Agreement may be
executed and delivered by facsimile transmission.
7.8 Headings. The headings used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.
7.9 Notices. Any notice, demand or request required or permitted to be
given by the Company or an Seller pursuant to the terms of this Agreement shall
be in writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that is
not a Business Day, in which case such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely
delivery to an overnight courier and (iii) on the Business Day actually received
if deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:
If to the Company prior to the Closing or the Sellers:
Xxxxxx Xxxxxxxxx
00000 XX 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxx X. Xxxxxx
000 XX 00xx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to the Company after the Closing or the Buyer:
Lomond International, Inc.
Attn: Xxxxxx X. Xxxxxxxxxx
00000 Xxxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
19
with a copy to:
Xxxxxxxxxx & Xxxxx, LLP
Attn: Xxxx Xxxx
00000 Xxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to any Seller, to such address for such Seller as shall appear on the
signature page hereof executed by such Seller, or as shall be designated by such
Seller in writing to the Company in accordance with this Section 6.9.
7.10 Expenses. Each Seller shall pay its own costs and expenses that it
incurs in connection with the negotiation, execution, delivery and performance
of this Agreement.
7.11 Entire Agreement; Amendments. This Agreement constitutes the entire
agreement between the parties with regard to the subject matter hereof and
thereof, superseding all prior agreements or understandings, whether written or
oral, between or among the parties. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended except pursuant to a written
instrument executed by the Buyer and the holders of at least two-thirds (2/3) of
the Shares, and no provision hereof may be waived other than by a written
instrument signed by the party against whom enforcement of any such waiver is
sought.
[Signature Pages to Follow]
20
IN WITNESS WHEREOF, the undersigned have executed this Securities Purchase
Agreement as of the date first above written.
As to Buyer:
Lomond International, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Managing Director
As to the Company:
Unipro Financial Services, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
21
SELLERS' COUNTER PART SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT:
IN WITNESS WHEREOF, the undersigned have executed this Securities Purchase
Agreement as of the date first above written.
As to Sellers:
Suouconni Corporation - Seller
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx, President
Address: 0000 XX Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Telephone: 000 000-0000
Facsimile:
------------------------
Shares to be Sold: 1,137,500
22
SELLERS' COUNTER PART SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT:
IN WITNESS WHEREOF, the undersigned have executed this Securities Purchase
Agreement as of the date first above written.
As to Sellers:
/s/ Xxxx X. XxXxxxx
--------------------------------
Seller: Xxxx X. XxXxxxx
Address: 0000 XX 0 XX
Xxxxxxx Xxxxx, XX 00000
Telephone: 000 000-0000
Facsimile:
-------------------------
Shares to be Sold: 1,137,500
23
SELLERS' COUNTER PART SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT:
IN WITNESS WHEREOF, the undersigned have executed this Securities Purchase
Agreement as of the date first above written.
As to Sellers:
/s/ Xxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxx
Address: 00000 XX 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
Shares to be Sold: 1,137,500
24
SELLERS' COUNTER PART SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT:
IN WITNESS WHEREOF, the undersigned have executed this Securities Purchase
Agreement as of the date first above written.
/s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Address: 000 XX 00xx Xxxxxxx
Xxxx Xxxxx, XX 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
Shares to be Sold: 1,137,500
25
