SECURITIES EXCHANGE AGREEMENT
THIS
SECURITIES EXCHANGE AGREEMENT (the "Agreement") is entered into on September
____, 2006 by and among:
(i)
UNIPRO FINANCIAL SERVICES, INC, a Florida corporation ("Unipro");
(ii)
Xxxx
X. Xxxxxxxxx, Xx., and Jaybelle, Inc. ("Unipro Guarantors");
(iii)
SURELAND INDUSTRIAL FIRE SAFETY LIMITED ("Sureland");
(iv)
CHINA FIRE PROTECTION GROUP INC., an International Business Company organized
under the laws of the British Virgin Islands and its subsidiaries (collectively
the "Company"); and
(v)
all
the shareholders of the Company who have executed this Agreement on the
signature page attached hereto as Exhibit A (the "Company Shareholders")
and
Xxxxx Xxx.
ARTICLE
1
SECURITIES
EXCHANGE
It
is
agreed as follows:
1.1
Agreement to Exchange Securities. Subject to the terms and upon the conditions
set forth herein, each Company Shareholder agrees to sell, assign, transfer
and
deliver to UNIPRO, and UNIPRO agrees to purchase from each Company Shareholder,
at the Closing, all of the shares of Company ordinary shares of capital stock,
par value US$0.01 each (the "Company Shares") owned by the respective Company
Shareholder as listed in the Company Disclosure Schedule, in exchange for
the
issuance by UNIPRO to each such Company Shareholder a pro rata share of
701,538.46 UNIPRO shares of Series A Convertible Preferred Stock, no par
value
("UNIPRO Preferred"). Each Company Shareholder’s pro rata share of the UNIPRO
Preferred shall be determined by multiplying 701,538.46 UNIPRO Preferred
by a
fraction, the numerator of which is the total number of Company Shares owned
by
the Company Shareholder at the Closing and the denominator of which is the
total
number of Company Shares issued and outstanding at the Closing. The Company
has
outstanding options to purchase Company shares. Such options shall be converted
into 750,000options to purchase UNIPRO Common Stock, $0.001 par value ("Common
Stock") on the same terms and conditions as the outstanding options. Fractional
shares of UNIPRO Preferred shall be issued as necessary..
1.2
Closing. The closing ("Closing") of the exchange of the Company Shares and
the
Unipro Preferred shall take place at the offices of Xxxxxxx Xxxxx & Xxxxx
LLP, located at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000, at
10:00
a.m., local time, on September 7, 2006, or at such other time and place as
may
be agreed to by the Company and UNIPRO ("Closing Date").
1.3
Instruments of Transfer.
(a)
Company Shares. Each Company Shareholder shall deliver to UNIPRO on the Closing
Date evidence of the Company Shares owned by the Company Shareholder ("Company
Certificates"), if any, along with duly executed assignments of such Company
Certificates, in order to effectively vest in UNIPRO all right, title and
interest in and to the Company Shares owned by the Company Shareholder. From
time to time after the Closing Date, and without further consideration, the
Company Shareholder will execute and deliver such other instruments of transfer
and take such other actions as UNIPRO may reasonably request in order to
more
effectively transfer to UNIPRO the securities intended to be transferred
hereunder.
(b)
UNIPRO Preferred. UNIPRO shall deliver to the Company Shareholders on the
Closing Date original certificates evidencing the Unipro Preferred, in form
and
substance satisfactory to the Company Shareholders, in order to effectively
vest
in each Company Shareholder its respective right, title and interest in and
to
the Unipro Preferred. UNIPRO shall also deliver option agreements to the
Company
Shareholders on the Closing Date, in form and substance satisfactory to the
Company Shareholders,. From time to time after the Closing Date, and without
further consideration, UNIPRO will execute and deliver such other instruments
and take such other actions as the Company Shareholders may reasonably request
in order to more effectively issue to them the Unipro Preferred and the option
agreements.
1.4
Restricted Securities. The Unipro Preferred and the Common Stock issuable
on
conversion and on exercise of the options shall be issued pursuant to exemptions
from the registration requirements of the Securities Act of 1933, as amended
("Securities Act"), and shall accordingly bear a restrictive legend subject
to
existing law, as more fully described in Section 3.3 hereof.
1.5
Private Placement. Unipro is conducting a private placement sale of up to
92,307.69 Unipro Preferred and 9,307.6 Warrants to purchase a share of Unipro
Preferred concurrent with the transactions underlying this Agreement for
the
gross proceeds of up to US $10 million at $3.25 per share (the "Private
Placement"). The parties acknowledge and agree that the Private Placement
and
the share exchange contemplated by this Agreement are intended to close
concurrently and subject to the other, with the understanding that the Private
Placement shall be deemed to have closed first in time to be followed
immediately by the share exchange contemplated by this Agreement.
ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company, the Company Shareholders, Xxxxx Xxx and Sureland (where indicated)
hereby represent and warrant to UNIPRO as follows:
2.1
Disclosure Schedule. The disclosure schedule attached hereto as Exhibit 2.1
(the
"Company Disclosure Schedule") is divided into sections that correspond to
the
sections of this Article 2. The Company Disclosure Schedule comprises a list
of
all exceptions to the truth and accuracy of, and of all disclosures or
descriptions required by, the representations and warranties set forth in
the
remaining sections of this Article 2.
2.2
Corporate Organization, etc.
(a)
The
Company is an International Business Company duly organized, validly existing
and in good standing under the laws of the British Virgin Islands and each
of
the Company’s subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction, with the requisite
corporate power and authority to carry on its business as it is now being
conducted and to own, operate and lease its properties and assets, is duly
qualified or licensed to do business as a foreign corporation in good standing
in every other jurisdiction in which the character or location of the properties
and assets owned, leased or operated by it or the conduct of its business
requires such qualification or licensing, except in such jurisdictions in
which
the failure to be so qualified or licensed and in good standing would not,
individually or in the aggregate, have a Material Adverse Effect (as defined
below) on the Company and its subsidiaries taken as whole. Complete and correct
copies of the Company’s articles of association and memorandum of association,
and of the organizational documents for each of the subsidiaries have previously
been made available to UNIPRO.
(b)
Except as set forth on the Company Disclosure Schedule, the Company does
not own
or control any capital stock of any corporation or any interest in any
partnership, joint venture or other entity (for purposes of this Article
2 and
the representations set forth herein, any reference to the Company shall
include
the Company and all of its subsidiaries disclosed in the Company Disclosure
Schedule, except where the context otherwise clearly requires). All capital
stock of the subsidiaries is owned by the Company free and clear of all liens,
claims and encumbrances except as set forth in the Company Disclosure Schedule.
Each entity in which the Company owns an interest is duly organized, validly
existing in good standing, and qualified to do business in each jurisdiction
in
which the nature of its business or the ownership or leasing of its properties
makes such qualification necessary other than in such jurisdictions where
the
failure so to qualify would not have a Material Adverse effect on the Company
taken as a whole.
2.3
Capitalization. The authorized capital of the Company and the total number
of
Ordinary Shares issued and outstanding as of the date of this Agreement and
the
owners thereof and their holdings are as set forth in the Company Disclosure
Schedule to this Agreement. The shares owned by the Company Shareholders
represent all of the capital stock of the Company outstanding as of the date
hereof. All issued and outstanding Company Shares are duly authorized, validly
issued, fully paid and nonassessable and are without, and were not issued
in
violation of, preemptive rights, other restrictions or any securities statute
or
regulation. Other than as contemplated by this Agreement, there is no
subscription, option, warrant, call, right, contract, agreement, commitment,
understanding or arrangement to which the Company or any subsidiary is a
party,
or by which either is bound, with respect to the issuance, sale, delivery
or
transfer of the capital securities of the Company or such subsidiary, including
any right of conversion or exchange or buy-back under any security or other
instrument.
2.4
Authorization, etc. The Company has all requisite corporate power and authority
to enter into, execute, deliver, and perform its obligations under this
Agreement. This Agreement has been duly and validly executed and delivered
by
the Company and is the valid and binding legal obligation of the Company
enforceable against the Company in accordance with its terms, subject to
bankruptcy, moratorium, principles of equity and other limitations limiting
the
rights of creditors generally. The execution and delivery of this Agreement
and
the related documents and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by the Board of Directors of
the
Company, and no other corporate or shareholder proceedings on the part of
the
Company are necessary to authorize the transactions contemplated hereby and
thereby.
2.5
Non-Contravention. Except as set forth in the Company Disclosure Schedule,
neither the execution, delivery and performance of this Agreement, nor the
consummation of the transactions contemplated herein will:
(a)
violate, contravene or be in conflict with any provision of the articles
of
association or memorandum of association of the Company or its
subsidiaries;
(b)
be in
conflict with, or constitute a default, however defined (or an event which,
with
the giving of due notice or lapse of time, or both, would constitute such
a
default), under, or cause or permit the acceleration of the maturity of,
or give
rise to any right of termination, cancellation, imposition of fees or penalties
under any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which the Company or any subsidiary is a party or by which
the
Company, any subsidiary, or any of the Company’s or any subsidiary’s properties
or assets is or may be bound;
(c)
result in the creation or imposition of any pledge, lien, security interest,
restriction, option, claim or charge of any kind whatsoever ("Encumbrances")
upon any property or assets of the Company or any subsidiary under any debt,
obligation, contract, agreement or commitment to which the Company or any
subsidiary is a party or by which the Company, any subsidiary, or any of
the
Company’s or any subsidiary’s assets or properties are bound; or
(d)
materially violate any statute, treaty, law, judgment, writ, injunction,
decision, decree, order, regulation, ordinance or other similar authoritative
matters (referred to herein individually as a "Law" and collectively as "Laws")
of any foreign, federal, state or local governmental or quasi-governmental,
administrative, regulatory or judicial court, department, commission, agency,
board, bureau, instrumentality or other authority (referred to herein
individually as an "Authority" and collectively as "Authorities").
2.6
Consents and Approvals. Except as set forth in the Company Disclosure Schedule
or those received or to be received by the Company or its subsidiaries prior
to
the Closing, with respect to the Company and/or its subsidiaries, no consent,
approval, order or authorization of or from, or registration, notification,
declaration or filing with ("Consent") any individual or entity, including
without limitation any Authority, is required in connection with the execution,
delivery or performance of this Agreement by the Company or the consummation
by
the Company of the transactions contemplated herein.
2.7
No
Brokers or Finders. Except as set forth in the Disclosure Schedule, no broker,
finder or investment banker is entitled to any brokerage, finder’s or other fee
or commission in connection with any of the transactions contemplated by
this
Agreement based upon arrangements made by or on behalf of the Company.
2.8
Compliance. The Company and its subsidiaries have complied with and are not
in
violation of any Law or Authority requirements with respect to the conduct
of
their business, or the ownership or operation of their business, except for
failures to comply or violations which, individually or in the aggregate,
have
not had and are not reasonably likely to have a Material Adverse Effect on
the
Company and its subsidiaries. To the knowledge of the Company and its
subsidiaries, the businesses and activities of the Company have not been
and are
not being conducted in violation of any Law or Authority requirements. The
Company and its subsidiaries are not in default or violation of any term,
condition or provision of any applicable Charter Documents or Contracts.
Except
as set forth in the Company Disclosure Schedule, no written notice of
non-compliance with any Law or Authority relating to or with respect to the
business of the Company or its subsidiaries has been received by the Company
or
its subsidiaries (and the Company has no knowledge of any such or notice
delivered to any other person or entity). To the knowledge of the Company
and
its subsidiaries, the Company and its subsidiaries are not in violation of
any
material term of any contract or covenant relating to employment, patents,
proprietary information disclosure, non-competition or
non-solicitation.
2.9
Financial Statements.
(a)
The
Company has provided to UNIPRO a correct and complete copy of the audited
financial statements (including, in each case, any related notes thereto),
on a
consolidated basis, for the fiscal years ended December 31, 2004 and 2005,
prepared in accordance with the published rules and regulations of any
applicable governmental entity and with generally accepted accounting principles
of the United States ("U.S. GAAP") applied on a consistent basis throughout
the
periods involved (except as may be indicated in the notes thereto) and audited
in accordance with the auditing standards of the Public Company Accounting
Oversight Board ("PCAOB") by an independent accountant registered with PCAOB,
and such statements fairly present in all material respects the financial
position of Sureland, on a consolidated basis, at the respective dates thereof
and the results of its operations and cash flows for the periods indicated,
and
each does not contain any untrue statement of a material fact or omit to
state a
material fact required to be stated therein or necessary in order to make
the
statements therein, in light of the circumstances under which they were made,
not misleading.
(b)
The
Company will provide to UNIPRO unaudited financial statements for the interim
six-month periods ended June 30, 2005 and 2006. The unaudited financial
statements will be a complete copy of the unaudited financial statements
(including, in each case, any related notes thereto) of Sureland, on a
consolidated basis, which statements will be prepared in accordance with
U.S.
GAAP applied on a consistent basis throughout the period involved (except
as may
be indicated in the notes thereto), will be reviewed by an independent
accountant registered with PCAOB, and such statements will fairly present
in all
material respects the financial position of Sureland, on a consolidated basis,
at the dates thereof and the results of its operations and cash flows for
the
periods indicated, except that the unaudited interim financial statements
will
be subject to normal adjustments which are not expected to have a Material
Adverse Effect on the Company. The audited financial statements described
in
Section 2.9(a) and the unaudited financial statements described in this Section
2.9(b) are collectively referred to herein as the "U.S. GAAP Financial
Statements".
2.10
No
Undisclosed Liabilities.
Except
as
set forth in the Company Disclosure Schedule, The Company has no liabilities
individually in excess of $15,000 and in the aggregate in excess of $100,000
(absolute, accrued, contingent or otherwise) of a nature required to be
disclosed on a balance sheet or in the related notes to the consolidated
financial statements prepared in accordance with U.S. GAAP which are,
individually or in the aggregate, material to the business, results of
operations or financial condition of the Company, except: (i) liabilities
provided for in or otherwise disclosed in the consolidated balance sheets
of the
Company as of December 31, 2005, prepared in accordance with U.S. GAAP, which
have been delivered to UNIPRO, and (ii) such liabilities arising in the ordinary
course of business of the Company since December 31, 2005, none of which
would
have a Material Adverse Effect on the Company.
2.11
Absence of Certain Changes or Events.
Except
as
set forth in the Company Disclosure Schedule or in the unaudited financial
statements provided pursuant to Section 2.9(b) hereto, and except for the
transactions contemplated under this Agreement (including the Financing),
there
has not been, with respect to the Company and its subsidiaries: (i) any Material
Adverse Effect, (ii) any declaration, setting aside or payment of any dividend
on, or other distribution (whether in cash, securities or property) in respect
of, any of equity securities, or any purchase, redemption or other acquisition
of any of equity securities or any options, warrants, calls or rights to
acquire
any equity securities or other securities, (iii) any split, combination or
reclassification of any equity securities, (iv) any granting of any increase
in
compensation or fringe benefits, except for normal increases of cash
compensation in the ordinary course of business consistent with past practice,
or any payment of any bonus, except for bonuses made in the ordinary course
of
business consistent with past practice, or any granting of any increase in
severance or termination pay or any entry into any currently effective
employment, severance, termination or indemnification agreement or any agreement
the benefits of which are contingent or the terms of which are materially
altered upon the occurrence of a transaction of the nature contemplated hereby,
(v) entry into any licensing or other agreement with regard to the acquisition
or disposition of any intellectual property other than licenses in the ordinary
course of business consistent with past practice or any amendment or consent
with respect to any licensing agreement filed or required to be filed with
respect to any governmental entity or Authority, (vi) any material change
in its
accounting methods, principles or practices, (vii) any change in the auditing
firm, (vii) any issuance of securities, or (viii) any revaluation of any
of
their respective assets, including, without limitation, writing down the
value
of capitalized inventory or writing off notes or accounts receivable or any
sale
of assets other than in the ordinary course of business.
2.12
Litigation.
Except
as
se forth in the Company Disclosure Schedule, there are no claims, suits,
actions
or proceedings pending, or to the knowledge of the Company, threatened against
the Company and its subsidiaries, before any court, governmental department,
commission, agency, instrumentality or authority, or any arbitrator that
seeks
to restrain or enjoin the consummation of the transactions contemplated by
this
Agreement or which could reasonably be expected, either individually or in
the
aggregate with all such claims, actions or proceedings, to have a Material
Adverse Effect on the Company or have a Material Adverse Effect on the ability
of the parties hereto to consummate the Transaction.
2.13
Employee Benefit Plans.
(a)
All
employee compensation, incentive, fringe or benefit plans, programs, policies,
commitments or other arrangements (whether or not set forth in a written
document) covering any active or former employee, director or consultant
of the
Company and its subsidiaries, or any trade or business (whether or not
incorporated) which is under common control with the Company and its
subsidiaries, with respect to which the Company or any of its subsidiaries
has
liability (collectively, the "Plans") has been maintained and administered
in
all material respects in compliance with its terms and with the requirements
prescribed by any and all statutes, orders, rules and regulations which are
applicable to such Plans, and all liabilities with respect to the Plans have
been properly reflected in the consolidated financial statements of the Company.
No suit, action or other litigation (excluding claims for benefits incurred
in
the ordinary course of Plan activities) has been brought or is continuing,
or to
the knowledge of the Company is threatened, against or with respect to any
such
Plan. To the knowledge of the Company, there are no audits, inquiries or
proceedings pending or, threatened by any governmental agency with respect
to
any Plans. All contributions, reserves or premium payments required to be
made
or accrued as of the date hereof to the Plans have been timely made or accrued.
Any Plan referenced herein can be amended, terminated or otherwise discontinued
after the Closing in accordance with its terms, subject to applicable laws,
without liability to UNIPRO or the Company (other than ordinary administration
expenses and expenses for benefits accrued but not yet paid).
(b)
Except as contained in the Company Disclosure Schedule, neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will (i) result in any payment (including severance,
unemployment compensation, golden parachute, bonus or otherwise) becoming
due to
any stockholder, officer, director or employee of the Company and its
subsidiaries under any Plan or otherwise, (ii) materially increase any benefits
otherwise payable under any Plan, or (iii) result in the acceleration of
the
time of payment or vesting of any such benefits.
2.14
Restrictions on Business Activities.
Except
as
contained in the Company Disclosure Statement, there is no agreement,
commitment, judgment, injunction, order or decree binding upon the Company
or to
which the Company or any of its subsidiaries is a party which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of the Company, any acquisition of property by the
Company
or the conduct of business by the Company as currently conducted other than
such
effects, individually or in the aggregate, which have not had and could not
reasonably be expected to have a Material Adverse Effect on the
Company.
2.15
Title to Property.
(a)
All
real estate or land use rights owned by the Company and its subsidiaries
(including land use rights, improvements and fixtures thereon, easements
and
rights of way) (the "Real Property") is shown or reflected on the U.S. GAAP
Financial Statements (as defined in Section 2.9(b)). The Company and its
subsidiaries have obtained all governmental approval and permits necessary
for
the rights to own and to use such Real Property.
(b)
All
leases of real property held by the Company and all personal property and
other
property and assets of the Company and its subsidiaries (other than Real
Property) owned, used or held for use in connection with the business of
the
Company (the "Personal Property") are shown or reflected on the U.S. GAAP
Financial Statements. The Company owns and have good and marketable title
to the
Personal Property, and all such assets and properties are in each case held
free
and clear of all Liens, except for liens disclosed in the U.S. GAAP Financial
Statements or in the Company Disclosure Schedule hereto, none of which Liens
has
or will have, individually or in the aggregate, a Material Adverse Effect
on
such property or on the present or contemplated use of such property in the
businesses of the Company.
(c)
All
leases pursuant to which the Company leases from others material real or
personal property are valid and effective in accordance with their respective
terms, and there is not, under any of such leases, any existing material
default
or event of default of the Company or, to the knowledge of the Company, any
other party (or any event which with notice or lapse of time, or both, would
constitute a material default), except where the lack of such validity and
effectiveness or the existence of such default or event of default could
not
reasonably be expected to have a Material Adverse Effect on the
Company.
2.16
Governmental Actions/Filings; Approvals. Except as set forth in the Company
Disclosure Schedule, the Company and its subsidiaries hold, and/or have made,
all Governmental Actions/Filings and Approvals reasonably necessary for the
conduct by the Company and its subsidiaries of their business (as presently
conducted and to be conducted following the Closing), except with respect
to any
Governmental Actions/Filings and Approvals the failure of which to hold or
make
would not reasonably be likely to have a Material Adverse Effect on the
Company.
For
purposes of this Agreement, the term "Governmental Action/Filing" shall mean
any
franchise, license, certificate of compliance, authorization, consent, order,
permit, approval, consent or other action of, or any filing, registration
or
qualification with, any federal, state, municipal, foreign or other
governmental, administrative or judicial body, agency or authority.
ARTICLE
3
SEPARATE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS
Each
Company Shareholder, severally and jointly, represents, warrants and covenants
to and with UNIPRO with respect to himself, as follows:
3.1
Disclosure Schedule. The disclosure schedule attached hereto as Exhibit 3.1
(the
"Company Shareholder Disclosure Schedule") is divided into sections that
correspond to the sections of this Article 3. The UNIPRO Disclosure Schedule
comprises a list of all exceptions to the truth and accuracy of, and of all
disclosures or descriptions required by, the representations and warranties
set
forth in the remaining sections of this Article 3.
3.2
Power
and Authority. The Company Shareholder has all requisite power and authority
to
enter into and to carry out all of the terms of this Agreement and all other
documents executed and delivered in connection herewith (collectively, the
"Company Shareholder Documents" or "Documents"). All action on the part of
the
Company Shareholder necessary for the authorization, execution, delivery
and
performance of the Company Shareholder Documents by the Company Shareholder
has
been taken and no further authorization on the part of the Company Shareholder
is required to consummate the transactions provided for in the Documents.
When
executed and delivered by the Company Shareholder, the Documents shall
constitute the valid and legally binding obligation of the Company Shareholder
enforceable in accordance with their respective terms.
3.3
Ownership of and Title to Securities. The Company Shareholder Disclosure
Schedule accurately and completely sets forth all of the Company Shares owned
by
the Company Shareholder as of the date hereof. The Company Shareholder has
good
and marketable title to the Company Shares which he (the terms "he" in this
Agreement refers to both male and female) owns, free and clear of all pledges,
security interests, mortgages, liens, claims, charges, restrictions or
encumbrances, except for any restrictions imposed by federal or state securities
laws.
3.4
Investment and Related Representations.
(a)
Securities Laws Compliance. The Company Shareholder is aware that neither
the
Unipro Preferred nor the offer or sale thereof to the Company Shareholder
has
been registered under the Securities Act, or under any state securities law.
The
Company Shareholder understands that the Unipro Preferred will be characterized
as "restricted" securities under US federal securities laws inasmuch as they
are
being acquired in a transaction that has not been registered under the
Securities Act and that under such laws and applicable regulations such
securities may be resold without registration under the Securities Act only
in
certain limited circumstances. The Company Shareholder agrees that the Company
Shareholder will not sell all or any portion of the Unipro Preferred except
pursuant to registration under the Securities Act or pursuant to an available
exemption from registration under the Securities Act. The Company Shareholder
understands that each certificate for the Unipro Preferred issued to the
Company
Shareholder or to any subsequent transferee shall be stamped or otherwise
imprinted with the legend set forth below summarizing the restrictions described
in this Section 3.4 and that UNIPRO shall refuse to transfer the Unipro
Preferred except in accordance with such restrictions:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE SHARES HAVE BEEN ACQUIRED
FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED
OF
IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S
COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT.
(b)
Investment Representation. This Agreement is made with the Company Shareholder
in reliance upon the Company Shareholder’s representation, which by the Company
Shareholder’s execution of this Agreement the Company Shareholder hereby
confirms, that the Unipro Preferred to be received by the Company Shareholder
are being acquired pursuant to this Agreement for investment and not with
a view
to the public resale or distribution thereof unless pursuant to an effective
registration statement or exemption under the Securities Act.
(c)
No
Public Solicitation. The Company Shareholder is acquiring the Unipro Preferred
after private negotiation and has not been attracted to the acquisition of
the
Unipro Preferred by any press release, advertising or publication.
(d)
Access to Information. The Company Shareholder acknowledges having received
and
reviewed UNIPRO’s reports filed by UNIPRO with the Securities and Exchange
Commission ("SEC") subsequent thereto (collectively the "SEC Reports") and
acknowledge that any information contained therein is deemed disclosed by
UNIPRO
and the Unipro Guarantors for purposes of the UNIPRO Disclosure Schedule
as well
as any other disclosures required hereunder.
(e)
Investor Solicitation and Ability to Bear Risk to Loss. The Company Shareholder,
if a corporation or a partnership, has not been organized for the purpose
of
acquiring the Unipro Preferred. The Company Shareholder acknowledges that
it is
able to protect its interests in connection with the acquisition of the Unipro
Preferred and can bear the economic risk of investment in such securities
without producing a material adverse change in the Company Shareholder’s
financial condition. The Company Shareholder otherwise has such knowledge
and
experience in financial or business matters that the Company Shareholder
is
capable of evaluating the merits and risks of the investment in the Unipro
Preferred.
(f)
Investor Status. The Company Shareholder is either (i) an "accredited investor"
as that term is defined in Regulation D promulgated under the Securities
Act, or
(ii) not a U.S. Person (as defined in Regulation S promulgated under the
Securities Act), not an affiliate of UNIPRO, and at the time of the origination
of contact concerning this share exchange and at the date of execution and
delivery of this Agreement not within the United States, its territories
and
possessions.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF UNIPRO AND THE UNIPRO GUARANTORS
UNIPRO
represents and warrants, and the Unipro Guarantors represent and warrant,
to
UNIPRO, the Company, and the Company Shareholders as follows:
4.1
Disclosure Schedule. The disclosure schedule attached hereto as Exhibit 4.1
(the
"UNIPRO Disclosure Schedule") is divided into sections that correspond to
the
sections of this Article 4. The UNIPRO Disclosure Schedule comprises a list
of
all exceptions to the truth and accuracy of, and of all disclosures or
descriptions required by, the representations and warranties set forth in
the
remaining sections of this Article 4. For purposes of this Article 4, any
statement, facts, representations, or admissions contained in the public
filings
made by UNIPRO with the United States Securities and Exchange Commissions,
are
deemed to be included in the UNIPRO Disclosure Schedule and all such information
is deemed to be fully disclosed to the Company and the Company Shareholders.
4.2
Corporate Organization, Standing and Power. UNIPRO is a corporation duly
organized, validly existing and in good standing under the laws of the State
of
Florida. UNIPRO has all corporate power and authority to own its properties
and
to carry on its business as now being conducted and is duly qualified to
do
business and is in good standing in each jurisdiction in which it is required
to
be duly qualified and in good standing. UNIPRO does not own or control any
capital stock of any corporation or any interest in any partnership, joint
venture or other entity.
4.3
Authorization. UNIPRO has all the requisite corporate power and authority
to
enter into this Agreement and to carry out the transactions contemplated
herein.
The Board of Directors of UNIPRO has taken all action required by law, its
articles of incorporation and bylaws or otherwise to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated herein. This Agreement is the valid and binding
legal
obligation of UNIPRO enforceable against UNIPRO in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws that affect creditors’ rights
generally.
4.4
Capitalization. The UNIPRO Disclosure Schedule accurately reflects as of
the
date hereof and the Closing Date (i) the authorized capital of UNIPRO, (ii)
the
total number of outstanding shares of UNIPRO Common Stock ("Unipro Shares")
and
Unipro Preferred, (iii) subscriptions, options, warrants, calls, rights,
contracts, agreements, commitments, understandings or arrangements to which
UNIPRO is a party, or by which it is bound, with respect to the issuance,
sale,
delivery or transfer of the capital securities of UNIPRO, including any right
of
conversion or exchange under any security or other instrument, and (iv) the
list
of stockholders with their holdings. All issued and outstanding shares of
UNIPRO
Common Stock are duly authorized, validly issued, fully paid and nonassessable
and are without, and were not issued in violation of, preemptive rights.
Immediately prior to the Closing, Unipro will have 1,200,000 shares of Common
Stock and no subscriptions, options, warrants, calls, rights, contracts,
agreements, commitments, understandings or arrangements to which UNIPRO is
a
party, or by which it is bound, with respect to the issuance, sale, delivery
or
transfer of the capital securities of UNIPRO, including any right of conversion
or exchange under any security or other instrument.
4.5
Non-Contravention. Neither the execution, delivery and performance of this
Agreement nor the consummation of the transactions contemplated herein
will:
(a)
violate any provision of the articles of incorporation or bylaws, as amended,
of
UNIPRO;
(b)
be in
conflict with, or constitute a default, however defined (or an event which,
with
the giving of due notice or lapse of time, or both, would constitute such
a
default), under, or cause or permit the acceleration of the maturity of,
or give
rise to, any right of termination, cancellation, imposition of fees or penalties
under, any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which UNIPRO is a party or by which UNIPRO or any of their
respective properties or assets is or may be bound;
(c)
result in the creation or imposition of any encumbrance upon any property
or
assets of UNIPRO under any debt, obligation, contract, agreement or commitment
to which UNIPRO is a party or by which UNIPRO or any of its respective assets
or
properties is or may be bound; or
(d)
violate any Law of any Authority.
4.6
Consents and Approvals. No consent is required by any person or entity,
including without limitation any Authority, in connection with the execution,
delivery and performance by UNIPRO of this Agreement, or the consummation
of the
transactions contemplated herein.
4.7
Valid
Issuance. The UNIPRO Preferred to be issued in connection with this Agreement
has been duly authorized and, when issued, delivered and paid for as provided
in
this Agreement, will be validly issued, fully paid and non-assessable. The
Board
of Directors of UNIPRO has determined that the consideration for such shares
is
adequate.
4.8
SEC
Filings; Financial Statements.
(a)
All
statements, reports, schedules, forms and other documents required to have
been
filed by UNIPRO with the SEC have been so filed and on a timely basis except
where a failure to timely file has no Material Adverse Effect on UNIPRO.
As of
the time it was filed with the SEC (or, if amended or superseded by a filing
prior to the date of this Agreement, then on the date of such filing): (i)
each
of the SEC Reports complied in all material respects with the applicable
requirements of the Securities Act or the Securities Exchange Act of 1934,
as
amended (the "Exchange Act"); and (ii) none of the SEC Reports filed with
respect to the year ended December 31, 2005 and subsequent periods up to
the
date hereof contained any untrue statement of a material fact or omitted
to
state a material fact required to be stated therein or necessary in order
to
make the statements therein, in the light of the circumstances under which
they
were made, not misleading.
4.9
Assets and Liabilities. The Disclosure Schedule sets for as of the date hereof
and as of the Closing all assets and liabilities of UNIPRO as of those dates.
For purposes of this representation, the term "liabilities" is construed
broadly
and means liabilities of whatever type to which UNIPRO is subject, whether
currently existing, absolute, contingent, or to which UNIPRO may become subject
at some point in the future, whether through lapse of time, the giving of
notice, the occurrence or non-occurrence of an event or events, or otherwise,
based at least in part on events, actions, or inaction occurring before Closing.
Notwithstanding the forgoing, any liabilities which individually are less
than
$2,000 or in the aggregate are less than $10,000 are excluded. For purposes
of
this representation, the term "liabilities" includes, but is not limited
to
liabilities based on contract, tort, violation of laws, benefit plans, and
contracts and other agreements. For the sake of clarity, it is the intention
of
the parties that UNIPRO have no assets or liabilities at the time of closing
except for the liabilities listed in the Disclosure Schedule. If UNIPRO is,
or
may become in the future, subject to any liabilities based principally on
events, actions, or inaction of UNIPRO occurring before Closing which
individually exceeds $2,000 or $10,000 in the aggregate, this representation
will be breached. The Disclosure Schedule sets for a list of liabilities
as of
the date hereof and as of the Closing.
4.10
Books and Records. The books of account, minute books, stock record books,
and
other material records of UNIPRO, all of which have been made available to
the
Company, are complete and correct in all material respects and have been
maintained in accordance with reasonable business practices. The minute books
of
UNIPRO contain accurate and complete records of all formal meetings held,
and
corporate action taken by, the members, shareholders, the managers and
committees of the managers of UNIPRO. At the Closing, all of those books
and
records will be in the possession of UNIPRO.
4.11
No
Broker or Finder. No broker, finder or investment banker is entitled to any
brokerage, finder’s or other fee or commission in connection with any of the
transactions contemplated by this Agreement based upon arrangements made
by or
on behalf of UNIPRO.
4.12
Intercompany And Affiliate Transactions; Insider Interests. Except as expressly
identified in the UNIPRO Disclosure Schedule, there are, and since the change
of
control on September 8, 2005 there have been, no transactions, agreements
or
arrangements of any kind, direct or indirect, between UNIPRO, on the one
hand,
and any director, officer, employee, stockholder, or affiliate of UNIPRO,
on the
other hand, including, without limitation, loans, guarantees or pledges to,
by
or for UNIPRO or from, to, by or for any of such persons, that are currently
in
effect.
4.13
Amendment to the Certificate of Incorporation. Unipro’s board of directors has
effected a 1 for 5 reverse stock split affecting the outstanding and authorized
shares of Common Stock, so that there are 13,000,000 authorized shares and
Unipro has delivered articles of amendment to the Certificate of Incorporation
to Florida Department of State with respect to change in authorized shares
and
such amendment is effective. The board of directors has adopted a certificate
of
designation for Series A Convertible Preferred in the form previously furnished
to the Company and Unipro has delivered articles of amendment to the Certificate
of Incorporation to Florida Department of State with respect to designation
and
such amendment is effective. The board of directors and shareholders of Unipro
have recommended and approved amendments to the Certificate of Incorporation
(a)
changing the name to China Fire Protection Group Inc and (b) increasing the
number of shares of Common Stock and has delivered articles of amendment
with
respect thereto to the Company for filing with the Florida Department of
State.
ARTICLE
5
SEPARATE
REPRESENTATIONS AND WARRANTIES OF THE UNIPRO SHAREHOLDERS
Jaybelle
for itself and Xxxx Xxxxxxxxx for Castle Bison, Inc. (Jaybelle and Castle
Bison,
Inc. being referred to and the "Unipro Shareholders") warrants and covenants
to
and with UNIPRO, the Company, and the Company Shareholders with respect to
the
Unipro Guarantors and the Unipro Shareholder Entities, as follows:
5.1
Power
and Authority. Each UNIPRO Shareholder has all requisite power and authority
to
enter into and to carry out all of the terms of this Agreement and all other
documents executed and delivered in connection herewith (collectively, the
"Documents"). All action on the part of UNIPRO Shareholder necessary for
the
authorization, execution, delivery and performance of the Documents by UNIPRO
Shareholder has been taken and no further authorization on the part of UNIPRO
Shareholder is required to consummate the transactions provided for in the
Documents. When executed and delivered by UNIPRO Shareholder, the Documents
shall constitute the valid and legally binding obligation of UNIPRO Shareholder
enforceable in accordance with their respective terms.
5.2.
Ownership of and Title to Securities. The UNIPRO Disclosure Schedule accurately
and completely sets forth all of the UNIPRO Shares owned by each UNIPRO
Shareholder as of the date hereof. Each UNIPRO Shareholder has good and
marketable title to the Unipro Shares which he owns, free and clear of all
pledges, security interests, mortgages, liens, claims, charges, restrictions
or
encumbrances, except for any restrictions imposed by federal or state securities
laws.
ARTICLE
6
COVENANTS
OF THE PARTIES
6.1
Full
Access. Throughout the period prior to the Closing, each party will afford
to
the other and its directors, officers, employees, counsel, accountants,
investment advisors and other authorized representatives and agents, reasonable
access to the facilities, properties, books and records of the party in order
that the other may have full opportunity to make such investigations as it
will
desire to make of the affairs of the disclosing party. Each party will furnish
such additional financial and operating data and other information as the
other
will, from time to time, reasonably request, including without limitation
access
to the working papers of its independent certified public accountants; provided,
however, that any such investigation will not affect or otherwise diminish
or
obviate in any respect any of the representations and warranties of the
disclosing party.
6.2
Confidentiality. Each of the parties hereto agrees that it will not use,
or
permit the use of, any of the information relating to any other party hereto
furnished to it in connection with the transactions contemplated herein
("Information") in a manner or for a purpose detrimental to such other party
or
otherwise than in connection with the transaction, and that they will not
disclose, divulge, provide or make accessible (collectively, "Disclose"),
or
permit the Disclosure of, any of the Information to any person or entity,
other
than their respective directors, officers, employees, investment advisors,
accountants, counsel and other authorized representatives and agents, except
as
may be required by judicial or administrative process or, in the opinion
of such
party’s counsel, by other requirements of Law; provided, however, that prior to
any Disclosure of any Information permitted hereunder, the disclosing party
will
first obtain the recipients’ undertaking to comply with the provisions of this
Section with respect to such information. The term "Information" as used
herein
will not include any information relating to a party that the party disclosing
such information can show: (i) to have been in its possession prior to its
receipt from another party hereto without breach of any other confidentiality
agreement; (ii) to be generally available to the public through no fault
of the
disclosing party; (iii) to have been available to the public at the time
of its
receipt by the disclosing party without breach of any confidentiality agreement;
(iv) to have been received separately by the disclosing party in an unrestricted
manner from a person entitled to disclose such information; or (v) to have
been
developed independently by the disclosing party without regard to any
information received in connection with this transaction. Each party hereto
also
agrees to promptly return to the party from whom it originally received such
information all original and duplicate copies of written materials containing
Information should the transactions contemplated herein not occur. A party
hereto will be deemed to have satisfied its obligations to hold the Information
confidential if it exercises the same care as it takes with respect to its
own
similar information.
6.3
Further Assurances; Cooperation; Notification.
(a)
Each
party hereto will, before, at and after Closing, execute and deliver such
instruments and take such other actions as the other party or parties, as
the
case may be, may reasonably require in order to carry out the intent of this
Agreement. Without limiting the generality of the foregoing, at any time
after
the Closing, at the reasonable request of UNIPRO and without further
consideration, the Company will execute and deliver such instruments of sale,
transfer, conveyance, assignment and confirmation and take such action as
UNIPRO
may reasonably deem necessary or desirable in order to more effectively
consummate the transactions contemplated hereby.
(b)
At
all times from the date hereof until the Closing, each party will promptly
notify the other in writing of the occurrence of any event which it reasonably
believes will or may result in a failure by such party to satisfy the covenants
specified in this Article 6.
6.4
Satisfaction of Conditions Precedent. Each party will use commercially
reasonable efforts to satisfy or cause to be satisfied all the conditions
precedent that are applicable to them, and to cause the transactions
contemplated by this Agreement to be consummated, and, without limiting the
generality of the foregoing, to obtain all material consents and authorizations
of third parties and to make filings with, and give all notices to, third
parties that may be necessary or reasonably required on its part in order
to
effect the transactions contemplated hereby.
6.5
Resignation of Officers And Directors. At the Closing, the pre-Closing officers
and directors of UNIPRO shall submit their written resignations from such
offices effective as of the Closing. Prior to their resignations, the
pre-Closing directors of UNIPRO shall appoint to the board of directors of
UNIPRO the following persons: Gangjin Li, Xxxxx Xxx, and Xxxxxx Xx.
6.6
Information Statement. Unipro will promptly file with the SEC a preliminary
copy
of an information statement with respect to the change of the name of Unipro
to
China Fire Protection Group Inc. and to increase the authorized shares of
Common
Stock to 65,000,000, uses its best efforts so that the SEC has no, or no
further
comments, and promptly distribute to Unipro shareholders.
ARTICLE
7
CONDITIONS
TO THE OBLIGATIONS OF UNIPRO AND THE UNIPRO GUARANTORS
Notwithstanding
any other provision of this Agreement to the contrary, the obligation of
UNIPRO
and the Unipro Guarantors to effect the transactions contemplated herein
will be
subject to the satisfaction at or prior to the Closing, or waiver by UNIPRO
and
by all the Unipro Guarantors, of each of the following conditions:
7.1
Representations and Warranties True. The representations and warranties of
the
Company, the Company Shareholders, and Sureland contained in this Agreement,
including without limitation in the Company Disclosure Schedule initially
delivered to UNIPRO as Exhibit 2.1, will be true, complete and accurate in
all
material respects as of the date when made and as of the Closing Date as
though
such representations and warranties were made at and as of such time, except
for
changes specifically permitted or contemplated by this Agreement, and except
insofar as the representations and warranties relate expressly and solely
to a
particular date or period, in which case they will be true and correct at
the
Closing with respect to such date or period.
7.2
Performance. The Company and the Company Shareholders will have performed
and
complied in all material respects with all agreements, covenants, obligations
and conditions required by this Agreement to be performed or complied with
by
the Company and the Company Shareholders on or prior to the
Closing.
7.3
Required Approvals and Consents.
(a)
All
action required by law and otherwise to be taken by the members of the board
of
directors of the Company to authorize the execution, delivery and performance
of
this Agreement and the consummation of the transactions contemplated hereby
will
have been duly and validly taken.
(b)
All
Consents of or from all Authorities required hereunder to consummate the
transactions contemplated herein, will have been delivered, made or obtained,
and UNIPRO will have received copies thereof.
(c)
Agreements and Documents. UNIPRO will have received a certificate of good
standing of the Company from the British Virgin Islands and any other states
where the Company is qualified to do business, as of the most recent practicable
date.
7.4
No
Proceeding or Litigation. No suit, action, investigation, inquiry or other
proceeding by any Authority or other person or entity will have been instituted
or threatened which delays or questions the validity or legality of the
transactions contemplated hereby or which, if successfully asserted, would,
in
the reasonable judgment of UNIPRO, individually or in the aggregate, otherwise
have a Material Adverse Effect on the Company’s business, financial condition,
prospects, assets or operations or prevent or delay the consummation of the
transactions contemplated by this Agreement.
7.5
Legislation. No Law will have been enacted which prohibits, restricts or
delays
the consummation of the transactions contemplated hereby or any of the
conditions to the consummation of such transaction including any pre-approval
requirement for foreign listings.
7.6
Appropriate Documentation. UNIPRO will have received, in a form and substance
reasonably satisfactory to UNIPRO, dated the Closing Date, all certificates
and
other documents, instruments and writings to evidence the fulfillment of
the
conditions set forth in this Article 7 as UNIPRO may reasonably
request.
7.7
Private Placement. The Private Placement shall close for a minimum of $8
million
concurrently with the closing under this Agreement.
7.8
8-K.
Confirmation by the auditors and counsel to Company that UNIPRO entity is
prepared to file a Form 8-K within the time allotted by Form 8-K and that
the
draft of the Form 8-K complies as to form with the requirements of Form
8-K.
7.9
U.S.
GAAP Financial Statements. Prior to the Closing, the Company shall deliver
to
UNIPRO the U.S. GAAP Financial Statements of the Company in final form. The
U.S.
GAAP Financial Statements shall have been audited by the
Accountant.
7.10
Legal Opinion by Affiliated Companies’ Counsel. The legal counsel of the Company
shall have issued its legal opinion, in the English language and addressed
to
UNIPRO and the Unipro Guarantors, that (i) the Company is duly formed or
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and have the requisite power and authority to
own,
lease and operate its assets and properties and to carry on its business
as it
is now being or currently planned to be conducted, (ii) that the authorized
and
registered capital and the shares of capital stock outstanding of the Company
is
in accordance with the representations set forth in section 2.3, (iii) that
the
Unipro Preferred Shares are owned by the Company Shareholders as set forth
in
the Company Disclosure Schedule, (iv) that all issuances of the Company Shares
are in compliance with applicable laws (including applicable securities laws),
and (v) that the Company has all proper authority to enter into this Agreement
and the transactions contemplated hereunder, and this Agreement and the
transactions contemplated hereunder have been duly authorized and approved
by
the Company’s board of directors or comparable governing body and to the extent
necessary their members or stockholders, and this Agreement and the transactions
contemplated hereunder do not require any consents or approvals from any
governmental bodies or authorities.
7.11
Registration Rights Agreement. Unipro and the Unipro Guarantors shall have
entered into a registration rights agreement acceptable to the Company and
to
the Unipro Guarantors.
ARTICLE
8
CONDITIONS
TO OBLIGATIONS OF THE COMPANY AND THE COMPANY SHAREHOLDERS
Notwithstanding
anything in this Agreement to the contrary, the obligations of the Company
and
Company Shareholders to effect the transactions contemplated herein will
be
subject to the satisfaction at or prior to the Closing, or waiver by all
the
Company Shareholders, of each of the following conditions:
8.1
Representations and Warranties True. The representations and warranties of
UNIPRO and the Unipro Guarantors and contained in this Agreement will be
true,
complete and accurate in all material respects as of the date when made and
at
and as of the Closing, as though such representations and warranties were
made
at and as of such time, except for changes permitted or contemplated in this
Agreement, and except insofar as the representations and warranties relate
expressly and solely to a particular date or period, in which case they will
be
true and correct at the Closing with respect to such date or
period.
8.2
Performance. UNIPRO and the Unipro Guarantors will have performed and complied
in all material respects with all agreements, covenants, obligations and
conditions required by this Agreement to be performed or complied with by
UNIPRO
at or prior to the Closing.
8.3
Required Approvals and Consents.
(a)
All
action required by law and otherwise to be taken by the directors and
stockholders of the UNIPRO to authorize the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby
will have been duly and validly taken.
(b)
All
Consents of or from all Authorities required hereunder to consummate the
transactions contemplated herein, will have been delivered, made or obtained,
and the Company will have received copies thereof.
8.4
Agreements and Documents. The Company will have received the following
agreements and documents, each of which will be in full force and
effect:
(a)
a
certificate executed on behalf of UNIPRO by its Chief Executive Officer
confirming that the conditions set forth in Sections 8.1, 8.2, and 8.3 have
been
duly satisfied;
(b)
resolutions of the board of directors of UNIPRO, certified by the secretary
of
UNIPRO, approving the transactions contemplated by this Agreement, including
the
issuance of the UNIPRO Shares and the matters referred to in Section 8.3
of this
Agreement;
(c)
certificates representing the UNIPRO Shares registered in the names of the
Company Shareholders in accordance with Section 1.1;
(d)
a
certified list of the record holders of UNIPRO Common Stock immediately prior
to
the Closing Date evidencing all of the shares of UNIPRO Common Stock issued
and
outstanding;
(e)
a
certificate of good standing of UNIPRO from the State of Florida and any
other
states where UNIPRO is qualified to do business, as of the most recent
practicable date;
(f) a
legal opinion from a law firm of recognized standing in form and content
reasonably acceptable to the Company and its counsel to the effect that the
transactions involving of UNIPRO Shares under this Agreement does not require
registration under the Securities Act of 1933.
8.5
Legislation. No Law will have been enacted which prohibits, restricts or
delays
the consummation of the transactions contemplated hereby or any of the
conditions to the consummation of such transaction.
8.6
Appropriate Documentation. The Company will have received, in a form and
substance reasonably satisfactory to Company, dated the Closing Date, all
certificates and other documents, instruments and writings to evidence the
fulfillment of the conditions set forth in this Article 8 as the Company
may
reasonably request.
8.7
Private Placement. The Private Placement for a minimum of $8 million shall
close
concurrently with the closing under this Agreement.
8.8
8-K.
Confirmation by the auditors and counsel to Company that the UNIPRO is prepared
to file a Form 8-K within the time allotted by Form 8-K and that the draft
of
the Form 8-K complies as to form with the requirements of Form 8-K.
ARTICLE
9
TERMINATION
AND ABANDONMENT
9.1
Termination by Mutual Consent. This Agreement may be terminated at any time
prior to the Closing by the written consent of the Company and
UNIPRO.
9.2
Termination by either the Company or UNIPRO. This Agreement may be terminated
by
either the Company or UNIPRO if the Closing is not consummated by the Closing
Date (provided that the right to terminate this Agreement under this Section
9.2
will not be available to any party whose failure to fulfill any obligation
under
this Agreement has been the cause of or resulted in the failure of the Closing
to occur on or before such date). This Agreement may also be terminated by
the
Company for a material breach of any representation, warranty, or covenant
of
UNIPRO or any UNIPRO Guarantor or the failure of any of the Company’s conditions
to closing to be satisfied. This Agreement may also be terminated by UNIPRO
for
breach of any representation, warranty, or covenant of the Company or any
Company Shareholder or the failure of any of Unipro’s conditions to Closing to
be satisfied.
9.3
Procedure and Effect of Termination. In the event of termination of this
Agreement and abandonment of the transactions contemplated hereby by the
Company
or UNIPRO pursuant to this Article 9, written notice thereof will be given
to
all other parties and this Agreement will terminate and the transactions
contemplated hereby will be abandoned, without further action by any of the
parties hereto. If this Agreement is terminated as provided herein:
(a)
Each
of the parties will, upon request, redeliver all documents, work papers and
other material of the other parties relating to the transactions contemplated
hereby, whether obtained before or after the execution hereof, to the party
furnishing the same;
(b)
No
party will have any liability for a breach of any representation, warranty,
agreement, covenant or the provision of this Agreement, unless such breach
was
due to a willful or bad faith action or omission of such party or any
representative, agent, employee or independent contractor thereof;
and
(c)
All
filings, applications and other submissions made pursuant to the terms of
this
Agreement will, to the extent practicable, be withdrawn from the agency or
other
person to which made.
ARTICLE
10
MISCELLANEOUS
PROVISIONS
10.1
Survival of Representations, Warranties and Covenants. All of the
representations, warranties and covenants of UNIPRO and the Unipro Guarantors
in
this Agreement in Articles 4, 5, 6 and 10 or in any instrument delivered
pursuant to this Agreement shall survive the Closing hereof for one (1)
year.
10.2
Expenses. UNIPRO, the Unipro Guarantors, the Company, and the Company
Shareholders will each bear their own costs and expenses relating to the
transactions contemplated hereby, including without limitation, fees and
expenses of legal counsel, accountants, investment bankers, brokers or finders,
printers, copiers, consultants or other representatives for the services
used,
hired or connected with the transactions contemplated hereby.
10.3
Amendment and Modification. Subject to applicable Law, this Agreement may
be
amended or modified only by the Company, UNIPRO and the Company Shareholders.
All such amendments and modifications to this Agreement must be in writing
duly
executed by all of the parties hereto.
10.4
Waiver of Compliance; Consents. Any failure of a party to comply with any
obligation, covenant, agreement or condition herein may be expressly waived
in
writing by UNIPRO, on the one hand, and the Company and the Company
Shareholders, on the other, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition will not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. No single or partial exercise of a right or remedy will preclude
any
other or further exercise thereof or of any other right or remedy hereunder.
Whenever this Agreement requires or permits the consent by or on behalf of
a
party, such consent will be given in writing in the same manner as for waivers
of compliance.
10.5
Indemnification Obligations in favor of the Executive Officers, Directors,
and
Employees of UNIPRO . From and after the Closing Date, the Company, UNIPRO,
the
Company Shareholders, and Xxxxx Xxx shall reimburse, indemnify and hold harmless
the executive officers, directors, and employees of UNIPRO in office immediately
prior to the Closing (each such person and his heirs, executors, administrators,
agents, successors and assigns is referred to herein as a "UNIPRO Indemnified
Party") against and in respect of:
(a)
Any
and all damages, losses, settlement payments, in respect of deficiencies,
liabilities, costs, expenses and claims suffered, sustained, incurred or
required to be paid by any UNIPRO Indemnified Party, and any and all actions,
suits, claims, or legal, administrative, arbitration, governmental or other
procedures or investigation against any Indemnified Party, which arises or
results from a third-party claim brought against a UNIPRO Shareholder
Indemnified Person to the extent based on the business, operations or assets
of
the Company or any of the Company’s subsidiaries or the actions or omissions of
any officer, director, shareholder, employee, or agent of the Company or
any of
the Company’s subsidiaries after the Closing this Agreement.
(b)
UNIPRO shall have no obligation to indemnify or hold harmless a Unipro
Indemnified Party for any settlement entered into by such Unipro Indemnified
Party without UNIPRO’s prior written consent after Closing of this Agreement. In
addition, the Company shall have no obligation to indemnify or hold harmless
any
UNIPRO Indemnified Person for any damages, claims, losses or the like based
on
the diminution in value of the Indemnified Person’s UNIPRO common
shares.
10.6
Indemnification Obligations in favor of UNIPRO. From and after the Closing
Date,
the Unipro Guarantors shall reimburse, indemnify and hold harmless UNIPRO,
the
Company, and the Company Shareholders, and the executive officers, directors,
and employees of UNIPRO and the Company in office after the Closing (each
such
person and his heirs, executors, administrators, agents, successors and assigns
is referred to herein as a "Company Indemnified Party") against and in respect
of any and all damages, losses, settlement payments, in respect of deficiencies,
liabilities, costs, expenses and claims suffered, sustained, incurred or
required to be paid by any Company Indemnified Party, and any and all actions,
suits, claims, or legal, administrative, arbitration, governmental or other
procedures or investigation against any Indemnified Party, in respect of
any
breach of any representation, warranty, covenant, or other agreement made
by
UNIPRO or a UNIPRO Guarantor. Jaybelle will retain at least $75,000 of assets
for a period of at least one year and thereafter such amount as to which
any
Company Indemnified has made an indemnification claim.
10.7
Third Party Beneficiaries. Nothing in this Agreement will entitle any person
or
entity other than a party hereto and his, her or its respective successors
and
assigns permitted hereby to rely upon any of the representations or warranties
contained herein or to any claim, cause of action, remedy or right of any
kind.
10.8
Notices. All notices, requests, demands and other communications required
or
permitted hereunder prior to the Closing will be made in writing and will
be
deemed to have been duly given and effective: (i) on the date of delivery,
if
delivered personally; or (ii) on the date of transmission, if sent by facsimile,
telecopy, telegraph, telex or other similar telegraphic communications
equipment, or to such other person or address as a party will furnish to
the
other parties hereto in writing in accordance with this subsection If to
the
Company and the Company Shareholders:
|
If
to the Company and the Company Shareholders:
|
With
a copy to:
|
|
China
Fire Protection Group
|
Xxxxxxx
Xxxxx & Xxxxx, LLP
|
|
South
Banbidian Industrial Park,
|
925
Fourth Avenue
|
|
Liqiao
Township, Shunyi District
|
Suite
2900
|
|
Beijing
101304, People’s Republic of China
|
Xxxxxxx,
XX 00000-0000
|
|
Attn:
Xxxxx Xxx, CEO
|
Attn:
Xxxxxxx Xxxxxxx
|
|
Fax:
_x00 00 0000-0000
|
Fax:
(000) 000-0000
|
or
to
such other person or address as the Company will furnish to the other parties
hereto in writing in accordance with this subsection..
If
to the
UNIPRO and the Unipro Guarantors:
Unipro
Financial Services, Inc.
31200
Xxx
Xxxxxxx, Xxxxx 000
Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn:
Xxxx Xxxxxxxxx
Fax:
(000) 000-0000
or
to
such other person or address as UNIPRO will furnish to the other parties
hereto
in writing in accordance with this subsection.
10.9
Assignment. This Agreement and all of the provisions hereof will be binding
upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder will be assigned (whether voluntarily,
involuntarily, by operation of law or otherwise) by any of the parties hereto
without the prior written consent of the other parties.
10.10
Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
10.11
Headings. The table of contents and the headings of the sections and subsections
of this Agreement are inserted for convenience only and will not constitute
a
part hereof.
10.12
Entire Agreement. Except for a registration rights agreement between Unipro
and
the Unipro Guarantors (which provides for third party beneficiary rights
to
persons whom Unipro deems to be unable to sell otherwise than through
registration), this Agreement, the Disclosure Schedules and the exhibits
and
other writings referred to in this Agreement or in the Disclosure Schedules
or
any such exhibit or other writing are part of this Agreement, together they
embody the entire Agreement and understanding of the parties hereto in respect
of the transactions contemplated by this Agreement and together they are
referred to as this "Agreement" or the "Agreement." There are no restrictions,
promises, warranties, agreements, covenants or undertakings, other than those
expressly set forth or referred to in this Agreement. This Agreement supersedes
all prior agreements and understandings between the parties with respect
to the
transaction or transactions contemplated by this Agreement. Provisions of
this
Agreement will be interpreted to be valid and enforceable under applicable
Law
to the extent that such interpretation does not materially alter this Agreement,
provided, however, that if any such provision becomes invalid or unenforceable
under applicable Law such provision will be stricken to the extent necessary
and
the remainder of such provisions and the remainder of this Agreement will
continue in full force and effect.
10.13
Remedies and Injunctive Relief. It is expressly agreed among the parties
hereto
that monetary damages would be inadequate to compensate a party hereto for
any
breach by any other party of its covenants in Article 6 hereof. Accordingly,
the
parties agree and acknowledge that any such violation or threatened violation
will cause irreparable injury to the other and that, in addition to any other
remedies which may be available, such party will be entitled to injunctive
relief against the threatened breach of Article 6 hereof or the continuation
of
any such breach without the necessity of proving actual damages and may seek
to
specifically enforce the terms thereof.
10.14
Governing Law. This Agreement shall be governed and construed in accordance
with
the laws of the State of Florida without regard to principles of conflicts
of
law.
10.15
Definition of Material Adverse Effect. "Material Adverse Effect" with respect
to
a party means a material adverse change in or effect on the business,
operations, financial condition, properties or liabilities of the party taken
as
a whole, provided, however, that a Material Adverse Effect will not be deemed
to
include (i) changes as a result of the announcement of this transaction or
(ii)
changes in generally accepted accounting principles.
[Signature
Page(s) to Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
UNIPRO
FINANCIAL SERVICES INC. CHINA FIRE PROTECTION GROUP INC.
|
By:
|
|
By:
|
||
|
|
Xxxx
Xxxxx, President
|
Xxxxx
Xxx, CEO
|
||
|
|
|
SURELAND
INDUSTRIAL FIRE SAFETY LIMITED
|
||
|
Jaybelle,
Inc.
|
||||
|
By:
Xxxxxx Xxxxxxxxxx By:
|
By:
|
|||
|
|
|
Gangjin
Li, Chairman
|
||
_____________________
Castle
Bison, Inc.
By:
Xxxx
X. Xxxxxxxxx, Xx.,
"COMPANY
SHAREHOLDERS"
Signatures
Appear on Exhibit A
Signature
Page to Securities Exchange Agreement
EXHIBIT
A
COMPANY
SHAREHOLDER SIGNATURE PAGE
|
Name
of Company Shareholder
|
Number
of Company Shares Owned Signature
|
EXHIBIT
2.1
COMPANY
DISCLOSURE SCHEDULE
This
Disclosure Schedule is being furnished by the Company in connection with
the
execution and delivery of that certain Securities Exchange Agreement dated
as of
September 7, 2006 (the "Agreement") by and among Unipro Financial Services
Inc.,
a Florida corporation ("UNIPRO"), China Fire Protection Group, an International
Business Company organized under the laws of the British Virgin Islands (the
"Company"), and the shareholders of the Company named therein (the "Company
Shareholders") and certain shareholders of UNIPRO (the "Unipro Guarantors").
Unless the context otherwise requires, all capitalized terms used in this
Disclosure Schedule shall have the respective meanings assigned to them in
the
Agreement. The section numbers in this Disclosure Schedule correspond to
the
section numbers in the Agreement; provided, however, that any information
disclosed herein under any section number shall be deemed to be disclosed
and
incorporated in any other section of the Agreement where such disclosure
would
be deemed reasonably appropriate.
2.2(b)
Subsidiaries:
1.
Sureland Industrial Fire Safety Limited (Sureland)
2.
Sureland Industrial Fire Equipment Co., Ltd.
3.
*
Beijing Sureland Creation Fire Prevention Technology Co., Ltd.
4.
*
Beijing ZhongXiao Fire Safety Technology Co., Ltd.
5.
*
Beijing Ju An Construction Fire Safety Technology Co., Ltd.
6.
*
Beijing Hua An Times Fire Safety Technology Co., Ltd.
*
100%
owned by Sureland
Sureland
also owns 19% of TianJin Fire Protection Equipment Limited
2.7
No
Brokers and Finders
The
company has engaged X.X. Xxxxxxxxxx to be its private placement agent and
agreed
to pay X. X. Xxxxxxxxxx a commission of 7.5% of the funds raised.
2.11
Absence of Certain Changes or Events
The
company plans to adopt a new compensation plan for its management which will
be
set at market rate.
EXHIBIT
3.1
COMPANY
SHAREHOLDER DISCLOSURE SCHEDULE
This
Disclosure Schedule is being furnished by Company Shareholders in connection
with the execution and delivery of that certain Securities Exchange Agreement
dated as of September 1_, 2006 (the "Agreement") by and among Unipro Financial
Services Inc., a Florida corporation ("UNIPRO"), China Fire Protection Group,
an
International Business Company organized under the laws of the British Virgin
Islands (the "Company"), and the shareholders of the Company named therein
(the
"Company Shareholders") and certain shareholders of UNIPRO (the "Unipro
Guarantors"). Unless the context otherwise requires, all capitalized terms
used
in this Disclosure Schedule shall have the respective meanings assigned to
them
in the Agreement. The section numbers in this Disclosure Schedule correspond
to
the section numbers in the Agreement, provided, however, that any information
disclosed herein under any section number shall be deemed to be disclosed
and
incorporated in any other section of the Agreement where such disclosure
would
be deemed reasonably appropriate.
EXHIBIT
4.1
UNIPRO
DISCLOSURE SCHEDULE
This
Disclosure Schedule is being furnished by UNIPRO in connection with the
execution and delivery of that certain Securities Exchange Agreement dated
as of
September 1, 2006 (the "Agreement") by and among Unipro Financial Services
Inc,
a Florida corporation ("UNIPRO"), China Fire Protection Group, an International
Business Company organized under the laws of the British Virgin Islands (the
"Company"), and the shareholders of the Company named therein (the "Company
Shareholders") and certain shareholders of UNIPRO (the "Unipro Guarantors").
Unless the context otherwise requires, all capitalized terms used in this
Disclosure Schedule shall have the respective meanings assigned to them in
the
Agreement. The section numbers in this Disclosure Schedule correspond to
the
section numbers in the Agreement, provided, however, that any information
disclosed herein under any section number shall be deemed to be disclosed
and
incorporated in any other section of the Agreement where such disclosure
would
be deemed reasonably appropriate.
