Exhibit 10.9
ASSET PURCHASE 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") organized and existing under the laws of the State of
Florida, the "Purchaser"; and Global Technology Resource Holdings
Corporation, ("Global") organized and existing under the laws of
the State of Nevada, herein referred to as the "Seller".
WHEREAS, the Purchaser desires to purchase and the Seller desires to
sell and transfer certain assets of Seller presently used in the
operation of Seller's business, upon the terms and subject to the
conditions set forth herein.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1. Sale and Purchase.
Section 1. 1 Sale and Transfer of Assets. Seller hereby agrees 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 Seller in iPhone2, xXxxxx0.xxx,
ImagePhoneTM and those assets as more fully described on Schedule
"A" hereto, which description shall provide the name of the person
or company presently in possession of listed equipment, and the
specifics of the transaction by which such possession was granted.
Along with copies of all supporting documentation, Schedule "A" is
hereby made an integral part of this Agreement. This sale and
transfer shall include any and all proprietary and or other
enhancements made to any of said assets.
Section 1.2 Purchase Price. The purchase price payable to the Seller
by the Purchaser in consideration for the Purchased Assets shall be
Four Million (4,000,000) Shares of UniPro's $0.001 par value Common
Stock. The parties agree that the ultimate purchase price shall be
that value as shall be assigned to said assets for SEC reporting
purposes by UPRO's independent auditor. Seller bases the stated
Purchase Price on the representation that the assets listed on
Schedule "A" are valued at approximately Two Million ($2,000,000)
dollars. In the event that UniPro's independent auditor determines
that the value of said assets for SEC financial reporting purposes
is a lesser amount, the parties may reprice the assets, complete the
transaction as is, or terminate this Agreement. All shares issued by
virtue of this Agreement will be unregistered and Seller
acknowledges the federal and state transfer restrictions are imposed
thereon.
On Closing, as hereinafter defined, the purchase price shall be paid
in full by the Issuance of said shares to the Seller or its assigns,
subject to the Escrow provisions hereinafter stated.
Section 1.3 No Assumption of Liabilities. The Seller acknowledges
that there shall be no known encumbrances, claims or obligations of
record, pending or otherwise on said Assets 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 New Share Issuance. Until the completion of the
contemporaneous Share Repurchase Agreement between the present
control shareholders and UniPro, the Seller's nominees or assigns,
by virtue of their ownership of the shares being issued pursuant to
this Asset Purchase Agreement will be the control shareholders of
the Purchaser, and as such hereby agree that they shall NOT cause
UniPro to issue additional shares of its capital stock (common or
preferred) except in exchange for valuable assets, without the
express written consent of Xxxx X. Xxxxxx, acting as the
representative of the current control shareholders.
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) Due Incorporation and Organization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Nevada.
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(b) Authority. Seller has 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 Seller and the transactions contemplated by this
Agreement have been duly and validly approved and authorized by all
necessary corporate and shareholder action of Seller.
(c) Title to Asset. Seller has good and marketable title to the
demised Assets conveyed hereunder.
(d) Actions Pending. There are no actions, suits or proceedings
pending or, to the knowledge of Seller, threatened against or
affecting the subject Asset 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 in the ownership of the Purchased Asset.
(e) Brokers. Seller and Purchaser agree 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.
(f) 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 Sellers 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 Seller is
a party or by which its properties or assets may be bound; or (iii)
violate any judgment, order, decree, or to the knowledge of Seller,
any law, statute, regulation or other judicial or governmental
restriction to which Seller is 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.
(d) Regulatory Compliance. Purchaser has disclosed all material
facts in its reports to the U.S. Securities Exchange Commission
("SEC") and such reports are accurate in all respects and to the
same degree as if the Purchaser was required to make such reports
under the Securities Exchange Act of 1940, as amended (the "Exchange
Act"). Purchaser is in compliance with all laws, rules and
regulations, and no investigations, complaints, lawsuits or other
actions are pending or threatened which could have a negative effect
on Purchaser's operations, assets or the value of its securities.
(e) Accuracy of Books and Records. All of Purchaser's accounting
records are kept in accordance with Generally Accepted Accounting
Principles and otherwise comply with the requirements of the SEC for
a company required to file reports under the Exchange Act.
(f) Issued Securities. All shares, warrants, options and other
securities issued by Purchaser are disclosed in UniPro's SEC public
filings. As of the date hereof the following securities are issued
and outstanding:
Shares: 5,199,167
Warrants: 700,000
100,000 exercisable @5.00
600,000 exercisable @6.25
Incentive Stock Options: 190,000
Exercisable @1.00
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(g) Material Contracts. All material contracts from inception
through June 15, 2005 in which UniPro is a party are included in
UniPro's SEC filings. The only contracts entered into subsequent to
June 15, 2005, other than this Asset Purchase Agreement, are:
a) Contemporaneous Funding and Share Repurchase Agreement, dated
July 11, 2005;
b) Shares and Incentive Option Grants to Xxxxx Xxxxxxxxx, dated
June 24, 2005, for consulting services rendered from June, 2003
through May 31, 2005.
c) Shares and Incentive Option Grants to Xxxxxx Xxxxxxxxx, dated
June 24, 2005, for management services rendered from June, 2003
through May 31, 2005.
d) Shares and Incentive Option Grants to Xxxx X. Xxxxxx, dated June
24, 2005, for management services rendered from June, 2003 through
May 31, 2005.
(h) UP Holdings, Inc. - [100% owned subsidiary]. The parties
acknowledge that on or before the Closing of this Agreement, all of
the present assets and liabilities of UniPro, including the monthly
rent agreement, the eBroker License Agreement with MSM Systems
Corporation and the Peer Review Mediation and Arbitration, Inc.
consulting agreement, shall either be terminated or transferred by
the unanimous consent of the boards of directors to UP Holdings,
Inc. The shares of capital stock of UPHoldings, Inc. shall be
transferred to the control shareholders of UniPro as part of the
consideration for the Contemporaneous Share Repurchase Agreement.
UPHoldings, Inc. will save UniPro harmless from any damages or
liabilities arising out of the assets, liabilities or the assignment
transaction.
ARTICLE 3. Closing.
Section 3.1 Closing Date. The closing for the consummation of the
transactions contemplated by this Agreement (the Closing) shall take
place at the offices of the Purchaser on or before July 31, 2005 or
by contemporaneous delivery by each party to the other of signed
documents, as may be required.
Section 3.2 Obligations of Seller. At the closing, Seller shall
deliver to Purchaser, as appropriate:
(a) Such warranty deeds, leases, bills of sale, endorsements,
assignments, and other good and sufficient instruments of conveyance
and transfer, and such further assurances and evidences of
conveyances 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 Purchased Asset and other rights
contemplated by this Agreement;
(b) A Non-Compete Agreement as provided hereinafter by Article 4.
(c) Copies certified by the Secretary or Assistant Secretary of
Seller, of the approval by the Board of Directors and all
shareholders of Seller 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.
Section 3.3 Obligations of Purchaser. At the closing, as payment of
the purchase price, Purchaser shall deliver to the Seller
Certificate(s) representing the Shares, with each such certificate
to carry the appropriate Transfer Restriction Legend indicating that
transfer of the shares is subject to compliance with the Securities
Act of 1933. Prior to Closing, Seller shall provide Purchaser with
names, addresses and tax ID numbers of individuals who shall receive
the shares due and owing to Seller. Alternatively and at the
Seller's option, the Purchaser can provide appropriate instructions
and documentation to Transfer Online, Inc., UniPro's transfer agent,
to prepare and deliver the required certificates for shares.
ARTICLE 4. Covenants of Seller. Seller agrees and covenants with
Purchaser as follows:
Section 4.1. Conduct of its Business/Non-compete. Without the prior
written consent of the Purchaser, the Seller shall not continue
doing business in any way deemed by Purchaser to be competitive with
that business to be conducted by Purchaser using the acquired
Assets. Performance pursuant to this provision shall survive the
Closing, and any breach hereof shall be subject to specific
performance as provided by the laws of the State of Florida.
(a) Location of the Purchased Assets. Seller shall provide Purchaser
with all documentation evidencing the existence and location of the
scheduled equipment, and provide such assurance as may be required
that the Assets not in the immediate possession and control of the
parties shall be maintained in good repair, order and condition by
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the individual or company maintaining possession pursuant to
agreement.
(b) Insurance. Until Closing, the Seller shall maintain in full
force insurance covering loss or damage to the property conveyed
hereunder, and shall take all actions necessary to preserve all
rights under such insurance.
(c) Accuracy of Representations and Warranties. Seller shall not
take any action, which would render any representation or warranty
made herein by Seller untrue in any material respect as of the
Closing Date.
Section 4.2 Notice of Breach or Failure of Condition. Seller 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. Seller 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 Seller to Obtain Consents. Seller shall
use its 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 Seller.
Section 5.1 Publicity. Purchaser and Seller 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 Seller 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. Seller 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. Subsequent to the Closing,
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 Seller. Except for
changes contemplated by this Agreement and changes occurring in the
ordinary course of business, the representations, warranties and
agreements made by Seller 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. Seller and all shareholders of Seller shall
have performed in all material respects the obligations, agreements
and covenants undertaken by them herein to be performed at or prior
to the Closing Date.
(b) Consents to Assignments. Purchaser shall have received evidence,
satisfactory to Purchaser and its counsel, that any necessary
consent to any assignments of agreements, licenses and commitments
contemplated hereunder has been obtained.
(c) 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
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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.
(d) 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 Seller shall have been duly and validly made and taken,
and Seller shall have full power and right to consummate the
transactions contemplated hereby.
(e) Payment of Transfer Taxes. The Seller 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 Seller. All
obligations of Seller 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.
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 Seller without liability on the part of any
party. In the event of the termination of this Agreement by mutual
consent, this Agreement shall become void and have no effect,
without any liability on the part of any party or its directors,
officers or shareholders.
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. Miscellaneous.
Section 8.1 Bulk Sales Compliance. The parties agree to waive
compliance with the Bulk Sales provisions of the Uniform Commercial
Code of the State of Florida. The Seller agrees to hold harmless and
indemnify Purchaser as to any and all claims, damages, costs and
expenses incurred by virtue of such waiver. In the event that any
such claims may hereafter arise, the Seller agrees to satisfy such
claims by the surrender to Purchaser of a sufficient quantity of
shares of UniPro from those being issued as consideration for the
subject transaction.
Section 8.2 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 Seller.
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Section 8.3 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 8.4 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be considered to be an
original instrument.
Section 8.5 Expenses. Seller 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 8.6 Entire Agreement. This Agreement contains the entire
agreement between Purchaser and Seller with respect to the sale of
the Purchased Asset and related transactions and supersedes all
prior arrangements or understandings with respect thereto.
Section 8.7 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 8.8 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 8.9 Specific Performance. Seller acknowledges that the
Purchased Assets are unique to the nature of Purchaser's intended
business, and that if Seller fails to consummate the transactions
contemplated by this Agreement, such failure will cause irreparable
harm to Purchaser for which there will be no adequate remedy at law.
Purchaser shall be entitled, in addition to its other remedies at
law, to specific performance of this Agreement of Seller, without
just cause, refuses to consummate the transactions contemplated by
this Agreement.
Section 8.10 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 provisions of Article 7 of
this Agreement shall 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 (including
their assigns, successors) to this Agreement and shall not create or
vest rights in other persons.
Section 8.11 Subsequent Matters. Upon the Closing, Xxxxxxx Xxxxxxxxx
(and the other individuals hereinafter) who shall be appointed to
the Board of Directors, hereby agrees that in such capacity that
UniPro will adopt a Director's Resolution authorizing the Corporate
Secretary or UniPro's counsel, upon the receipt of an appropriate
shareholder representation letter and the original properly endorsed
(if required) share certificate, to issue instructions and at
UniPro's expense, a Rule 144 Opinion to UniPro's transfer agent with
regard to the transfer of any or all of the restricted shares which
are presently issued and outstanding. In recognition of the fact
that no transfers of any such shares have taken place since their
original issuance, UniPro will not require such shareholders to
deliver a counsel opinion as regards the transfer, sale or the
qualification of these shares under Rule 144(k) to have the
restrictive legend removed, or any such shares presented by a
brokerage firm pursuant to Rule 144, if applicable, so long as the
proposed transfer, sale or qualification of shares would not violate
any applicable securities law.
Section 8.12 Controlling Law. This Agreement shall be governed by
and construed pursuant to the laws of Florida.
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Section 8.13 Facsimile Signatures. One or more parties hereto may
execute this Agreement by delivery of a signed document through
facsimile or other electronic means.
Section 8.14 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 Asset Purchase
Agreement, consisting of 7 pages and the attached Schedule(s), to be
executed by their authorized officers, and the several individual
parties, on or as of the date stated above.
UniPro Financial Services, Inc. - Purchaser
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ATTEST:
By: ______________________________ By:____________________________
Xxxxxx Xxxxxxxxx, President Xxxx Xxxxxx, Secretary
Global Technology Resource Corporation - Seller
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ATTEST:
By: _____________________________ :______________________________
Xxxxxxx Xxxxxxxxx, President
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