AMENDMENT TO WARRANTS
AMENDMENT
TO WARRANTS
WHEREAS,
China Fire & Security Group, Inc. (f.k.a., Unipro Financial Services, Inc.),
a Florida corporation (the “Company”) and the warrant holders as set forth on
the signature page attached hereto (the “Warrantholders”) entered into that
certain Securities Purchase Agreement dated October 27, 2006 (the “Purchase
Agreement”);
WHEREAS,
pursuant to the Purchase Agreement, the Company issued to each of the
Warrantholders Series A Warrants and Series B Warrants (“Warrants”) to purchase
such number of shares of the Company’s common stock, par value $.001 per share,
as set forth in Exhibit A;
WHEREAS,
the Company and the Warrantholders desire to amend and modify the terms and
conditions of the Warrants.
In
consideration of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree as follows:
1. Section
8(b) of Series A Warrants shall be amended and modified in its entirety to
read
as follows:
(b) (i) In
case the Company shall do any of the following (each, a “Triggering
Event”):
(a) consolidate or merge with or into any other Person and the Company
shall not be the continuing or surviving corporation of such consolidation
or
merger, or (b) permit any other Person to consolidate with or merge into
the Company and the Company shall be the continuing or surviving Person but,
in
connection with such consolidation or merger, any capital stock of the Company
shall be changed into or exchanged for securities of any other Person or cash
or
any other property, or (c) transfer all or substantially all of its
properties or assets to any other Person, or (d) effect a capital
reorganization or reclassification of its capital stock, then, and in the case
of each such Triggering Event, proper provision shall be made to the Warrant
Price and the number of Warrant Shares that may be purchased upon exercise
of
this Warrant so that, upon the basis and the terms and in the manner provided
in
this Warrant, the Warrantholder of this Warrant shall be entitled upon the
exercise hereof at any time after the consummation of such Triggering Event,
to
the extent this Warrant is not exercised prior to such Triggering Event, to
receive at the Warrant Price as adjusted to take into account the consummation
of such Triggering Event, in lieu of the Common Stock issuable upon such
exercise of this Warrant prior to such Triggering Event, the securities, cash
and property to which such Warrantholder would have been entitled upon the
consummation of such Triggering Event if such Holder had exercised the rights
represented by this Warrant immediately prior thereto (including the right
of a
shareholder to elect the type of consideration it will receive upon a Triggering
Event), subject to adjustments (subsequent to such corporate action) as nearly
equivalent as possible to the adjustments provided for elsewhere in this
Section 6, and the Warrant Price shall be adjusted to equal the product of
(A) the closing price of the common stock of the continuing or surviving
corporation as a result of such Triggering Event as of the date immediately
preceding the date of the consummation of such Triggering Event multiplied
by
(B) the quotient of (i) the Warrant Price divided by (ii) the Per
Share Market Value of the Common Stock as of the date immediately preceding
the
issuance date of this Warrant. Immediately upon the occurrence of a Triggering
Event, the Company shall notify the Warrantholder in writing of such Triggering
Event and provide the calculations in determining the number of Warrant Shares
issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon
the Warrantholder’s request, the continuing or surviving corporation as a result
of such Triggering Event shall issue to the Warrantholder a new warrant of
like
tenor evidencing the right to purchase the adjusted number of Warrant Shares
and
the adjusted Warrant Price pursuant to the terms and provisions of this
Section 4(b).
(ii)
In
the event that the Warrantholder has elected not to exercise this Warrant prior
to the consummation of a Triggering Event, so long as the surviving entity
pursuant to any Triggering Event is a company that has a class of equity
securities registered pursuant to the Securities Exchange Act of 1934, as
amended, and its common stock is listed or quoted on a national securities
exchange, national automated quotation system or the OTC Bulletin Board, the
surviving entity and/or each Person (other than the Company) which may be
required to deliver any securities, cash or property upon the exercise of this
Warrant as provided herein shall assume, by written instrument delivered to,
and
reasonably satisfactory to, the Warrantholder of this Warrant, (A) the
obligations of the Company under this Warrant (and if the Company shall survive
the consummation of such Triggering Event, such assumption shall be in addition
to, and shall not release the Company from, any continuing obligations of the
Company under this Warrant) and (B) the obligation to deliver to such
Warrantholder such securities, cash or property as, in accordance with the
foregoing provisions of this subsection (i), such Warrantholder shall be
entitled to receive, and the surviving entity and/or each such Person shall
have
similarly delivered to such Warrantholder an opinion of counsel for the
surviving entity and/or each such Person, which counsel shall be reasonably
satisfactory to such Warrantholder, or in the alternative, a written
acknowledgement executed by the President or Chief Financial Officer of the
Company, stating that this Warrant shall thereafter continue in full force
and
effect and the terms hereof (including, without limitation, all of the
provisions of this subsection (a)) shall be applicable to the securities, cash
or property which the surviving entity and/or each such Person may be required
to deliver upon any exercise of this Warrant or the exercise of any rights
pursuant hereto.
2. Section
8(b) of Series B Warrant shall be amended and modified in its entirety to read
as follows:
(b) (i)
In
case
the Company shall do any of the following (each, a “Triggering
Event”):
(a) consolidate or merge with or into any other Person and the Company
shall not be the continuing or surviving corporation of such consolidation
or
merger, or (b) permit any other Person to consolidate with or merge into
the Company and the Company shall be the continuing or surviving Person but,
in
connection with such consolidation or merger, any capital stock of the Company
shall be changed into or exchanged for securities of any other Person or cash
or
any other property, or (c) transfer all or substantially all of its
properties or assets to any other Person, or (d) effect a capital
reorganization or reclassification of its capital stock, then, and in the case
of each such Triggering Event, proper provision shall be made to the Warrant
Price and the number of Warrant Shares that may be purchased upon exercise
of
this Warrant so that, upon the basis and the terms and in the manner provided
in
this Warrant, the Warrantholder of this Warrant shall be entitled upon the
exercise hereof at any time after the consummation of such Triggering Event,
to
the extent this Warrant is not exercised prior to such Triggering Event, to
receive at the Warrant Price as adjusted to take into account the consummation
of such Triggering Event, in lieu of the Common Stock issuable upon such
exercise of this Warrant prior to such Triggering Event, the securities, cash
and property to which such Warrantholder would have been entitled upon the
consummation of such Triggering Event if such Holder had exercised the rights
represented by this Warrant immediately prior thereto (including the right
of a
shareholder to elect the type of consideration it will receive upon a Triggering
Event), subject to adjustments (subsequent to such corporate action) as nearly
equivalent as possible to the adjustments provided for elsewhere in this
Section 6, and the Warrant Price shall be adjusted to equal the product of
(A) the closing price of the common stock of the continuing or surviving
corporation as a result of such Triggering Event as of the date immediately
preceding the date of the consummation of such Triggering Event multiplied
by
(B) the quotient of (i) the Warrant Price divided by (ii) the Per
Share Market Value of the Common Stock as of the date immediately preceding
the
issuance date of this Warrant. Immediately
upon the occurrence of a Triggering Event, the Company shall notify the
Warrantholder in writing of such Triggering Event and provide the calculations
in determining the number of Warrant Shares issuable upon exercise of the new
warrant and the adjusted Warrant Price. Upon the Warrantholder’s request, the
continuing or surviving corporation as a result of such Triggering Event shall
issue to the Warrantholder a new warrant of like tenor evidencing the right
to
purchase the adjusted number of Warrant Shares and the adjusted Warrant Price
pursuant to the terms and provisions of this Section 4(b).
(ii) In
the
event that the Warrantholder has elected not to exercise this Warrant prior
to
the consummation of a Triggering Event, so long as the surviving entity pursuant
to any Triggering Event is a company that has a class of equity securities
registered pursuant to the Securities Exchange Act of 1934, as amended, and
its
common stock is listed or quoted on a national securities exchange, national
automated quotation system or the OTC Bulletin Board, the surviving entity
and/or each Person (other than the Company) which may be required to deliver
any
securities, cash or property upon the exercise of this Warrant as provided
herein shall assume, by written instrument delivered to, and reasonably
satisfactory to, the Warrantholder of this Warrant, (A) the obligations of
the Company under this Warrant (and if the Company shall survive the
consummation of such Triggering Event, such assumption shall be in addition
to,
and shall not release the Company from, any continuing obligations of the
Company under this Warrant) and (B) the obligation to deliver to such
Warrantholder such securities, cash or property as, in accordance with the
foregoing provisions of this subsection (i), such Warrantholder shall be
entitled to receive, and the surviving entity and/or each such Person shall
have
similarly delivered to such Warrantholder an opinion of counsel for the
surviving entity and/or each such Person, which counsel shall be reasonably
satisfactory to such Warrantholder, or in the alternative, a written
acknowledgement executed by the President or Chief Financial Officer of the
Company, stating that this Warrant shall thereafter continue in full force
and
effect and the terms hereof (including, without limitation, all of the
provisions of this subsection (a)) shall be applicable to the securities, cash
or property which the surviving entity and/or each such Person may be required
to deliver upon any exercise of this Warrant or the exercise of any rights
pursuant hereto.
Signature
Page to Follow
IN
WITNESS WHEREOF, the parties have executed this Amendment or caused their duly
authorized officers to execute this Amendment as of April ____,
2007.
CHINA
FIRE PROTECTION GROUP, INC.
By:_________________________
Name:
Xxxxx Xxx
Title:
CEO
WARRANT
HOLDERS:
_____________________________
By:__________________________
Name:
Title:
EXHIBIT
A
|
Series
A
|
Series
B
|
Total
|
|
Name
of Warrantholder
|
Series
A
|
Series
B
|
Total
|
|||||||
|
Xxxxx
Xxxxxxxx
|
12,308
|
12,308
|
24,616
|
|||||||
|
Vision
Opportunity Master Fund, Ltd.
|
123,077
|
123,077
|
553,848
|
|||||||
|
Xxxxxxx
X. Xxxxxx
|
3,077
|
3,077
|
6,154
|
|||||||
|
QVT
Financial
|
61,540
|
61,540
|
184,620
|
|||||||
|
WhiteBox
Intermarket Partners, L.P.
|
30,770
|
30,770
|
61,540
|
|||||||
|
Great
Gain International Trading Limited
|
55,412
|
55,412
|
110,824
|
|||||||
|
Xxxxxx
Xxxxx
|
12,308
|
12,308
|
24,616
|
|||||||
|
Nite
Capital LP
|
9,231
|
9,231
|
18,462
|
|||||||
