SHARE EXCHANGE AGREEMENT BETWEEN DYNAMIC MERGER SHELL, INC. AND THE SHAREHOLDERS OF UNIVERSAL TRACKING SOLUTIONS, INC. MAY 1, 2008
BETWEEN
DYNAMIC
MERGER SHELL, INC.
AND
THE
SHAREHOLDERS OF
UNIVERSAL
TRACKING SOLUTIONS, INC.
MAY 1,
2008
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THIS
SHARE EXCHANGE AGREEMENT is made as of the 1st day of May, 2008, between
Dynamic Natural Resources, Inc. (“Purchaser” or “DNR”), Dynamic Merger Shell,
Inc., a Nevada corporation (“Subsidiary”) and the shareholders of Universal
Tracking Solutions, Inc., a Nevada corporation (the “Sellers” or
“UTS”).
WHEREAS,
A. The
Sellers collectively own 69.5% of the authorized and issued common stock of UTS
as set forth in the attached Schedule 1.1 (Exhibit A);
B. Purchaser
is a public reporting company that files periodic reports with the Securities
and Exchange Commission. Purchaser owns 100% of the issued and
outstanding shares of Subsidiary. Purchaser also owns 4,000,000 shares (30.5%)
of the issued and outstanding stock of Seller.
C. Purchaser
presently has 100,000,000 shares of common stock authorized;
D. Purchaser
desires to acquire UTS and Sellers desire to exchange their ownership in UTS for
an ownership interest in Purchaser by causing Purchaser to issue to Sellers
Seven Million One Hundred Seven Thousand Five Hundred (7,107,500) shares of
Purchaser’s common stock in exchange for Seller’s transfer of its 69.5%
ownership interest in UTS to Purchaser, upon the terms, provisions, and
conditions and for the consideration hereinafter set forth, and thereby merging
UTS with Subsidiary, making UTS a wholly-owned subsidiary of
Purchaser;
E. The
parties intend that the exchange of stock qualifies as a tax-free reorganization
under section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and that the business combination contemplated hereby be accounted for
as a reverse acquisition under the purchase method for business combinations.
The combination of the two companies is recorded as a recapitalization of UTS,
pursuant to which UTS is treated as the continuing entity;
F. UTS
Shareholders will receive restricted stock in DNR following the Effective Date;
and
G. All
UTS warrants held by warrant holders will be cancelled upon execution of this
Share Exchange Agreement.
NOW,
THEREFORE, in consideration of these premises and the mutual agreements
hereinafter set forth, intending to be legally bound, the parties agree as
follows:
1. SHARE
EXCHANGE.
1.1
EXCHANGE AND ISSUE OF SHARES. On the terms and subject to the
conditions set forth herein, at the Closing,
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A. Purchaser
shall issue and deliver validly issued, fully-paid and non-assessable shares of
Purchaser’s Common Stock, $0.001 par value per share, to the Sellers as set
forth in Schedule 1.1 (Exhibit A attached hereto); and
X. Xxxxxxx
shall deliver to Purchaser 7,107,500 book entry shares of UTS common stock,
$0.001 par value per share (the "UTS Shares") constituting all of the issued and
outstanding capital stock of UTS not owned by Purchaser.
1.2.
EFFECTIVE RESULT OF THE SHARE EXCHANGE. At the
Effective Date, UTS, shall be acquired and shall become a wholly-owned
subsidiary of Purchaser.
1.3. DELIVERY
OF CERTIFICATES.
(a) The
stock transfer agent of Purchaser is Florida Atlantic Stock Transfer,
Inc.
(b)
Purchaser will, promptly after the Effective Date, issue and deliver to each
Seller the respective restricted share certificate representing shares of DNR
common stock (each a "New Certificate").
(c) NO
FURTHER OWNERSHIP RIGHTS IN UTS. All shares of DNR issued in accordance with the
terms hereof shall be deemed to have been issued in full satisfaction of all
rights pertaining to the shares and warrants to purchase shares of UTS Common
Stock, and there shall be no further registration of transfers on the records of
UTS, as the Surviving Corporation, of shares or warrants of UTS Common Stock
that were outstanding immediately prior to the Effective Date.
1.4. ACTS
TO CARRY OUT THIS EXCHANGE PLAN.
(a) UTS
and its proper officers and directors shall do all such acts and things as may
be necessary or proper to vest, perfect, or confirm in Purchaser title to such
property or rights and otherwise to carry out the purposes of this Share
Exchange Agreement.
(b) If,
at any time after the Effective Date, Purchaser shall consider or be advised
that any further assignments or assurances in law or any other acts are
necessary or desirable to (i) vest, perfect, or confirm, of record or otherwise,
in Purchaser its right, title, or interest in or under any of the rights,
properties, or assets of UTS acquired or to be acquired by Purchaser as a result
of, or in connection with, the Acquisition, or (ii) otherwise carry out the
purposes of this Agreement, UTS and its proper officers and directors shall be
deemed to have granted to Purchaser an irrevocable power of attorney to execute
and deliver all such proper deeds, assignments, and assurances in law and to do
all acts necessary or proper to vest, perfect, or confirm title to and
possession of such rights, properties, or assets in Purchaser and otherwise to
carry out the purposes of this Agreement; and the proper officers and directors
of Purchaser are fully authorized in the name of Purchaser or otherwise to take
any and all such action.
1.5. DIRECTORS
AND EXECUTIVE OFFICERS.
(a)
Subject to the fiduciary duties of its directors, Purchaser, as promptly as
practicable after the Effective Date, shall use its best efforts to cause a
change to its existing board of directors such that the following persons will
be directors: Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx, and Xxxxxx
Xxxxxxx, until such time as new directors may be appointed or elected in their
place or upon their resignation.
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2. EFFECTIVE DATE.
The
Effective Date shall be the date and time specified in this Share Exchange
Agreement or on such other date as shall be mutually agreed to by UTS and
Purchaser.
3. CONDITIONS
PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF THE PARTIES.
The
obligations of UTS and Purchaser to consummate the Acquisition shall be subject
to the conditions that on or before the Effective Date:
3.1. APPROVAL
BY SHAREHOLDERS OF PUBLIC COMPANY. The shareholders of Purchaser
shall have authorized, ratified, and confirmed the Acquisition by the
affirmative vote of a majority of the outstanding shares of Purchaser common
stock.
3.2. FEDERAL
INCOME TAXATION. UTS and Purchaser shall have received a written
opinion applying existing law, that the Acquisition shall qualify as
reorganization under section 368(a)(1) of the Code and the regulations and
rulings promulgated thereunder. In rendering such opinion, the firm
rendering the opinion may require and rely upon representations contained in
certificates of officers of UTS, Purchaser, and others.
3.3. ABSENCE
OF LEGAL PROCEEDINGS. No action, suit, or proceeding shall have been
instituted or shall have been threatened before any court or other governmental
body or by any public authority to restrain, enjoin, or prohibit the
Acquisition, or which would reasonably be expected to restrict materially the
operation of the business of UTS or the exercise of any rights with respect
thereto or to subject either of the parties hereto or any of their subsidiaries,
directors, or officers to any liability, fine, forfeiture, divestiture, or
penalty on the ground that the transactions contemplated hereby, the parties
hereto, or their subsidiaries, directors, or officers have breached or will
breach any applicable law or regulation or have otherwise acted improperly in
connection with the transactions contemplated hereby and with respect to which
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit, or proceeding raises substantial questions of law or
fact which could reasonably be decided materially adversely to either party
hereto or its subsidiaries, directors, or officers.
4. CONDITIONS
PRECEDENT TO PERFORMANCE OF THE OBLIGATIONS OF PUBLIC COMPANY.
The
obligations of Purchaser hereunder are subject to the satisfaction, on or prior
to the Effective Date, of all the following conditions, compliance with which or
the occurrence of which may be waived in whole or in part by Purchaser in
writing unless not so permitted by law:
4.1. REPRESENTATIONS
AND WARRANTIES; PERFORMANCE OF OBLIGATIONS. All representations and warranties
of UTS contained in this Agreement shall be true and correct in all material
respects as of the Effective Date with the same effect as if such
representations and warranties had been made or given at and as of such date,
except that representations and warranties of UTS contained in this Share
Exchange Agreement which specifically relate to an earlier date shall be true
and correct in all material respects as of such earlier date. All
covenants and obligations to be performed or met by UTS on or prior to the
Effective Date shall have been so performed or met. On the date of
the Effective Date, the chief executive officer and the chief financial officer
of UTS shall deliver to Purchaser a certificate to that effect. The
delivery of such certificates shall in no way diminish the warranties,
representations, covenants, and obligations of UTS made in this Share Exchange
Agreement.
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4.2. NO
ADVERSE DEVELOPMENTS.
(a)
During the period from March 31, 2008, to the Effective Date, (i) there shall
not have been any material adverse effect as defined in section 12.5(c) (a
"Material Adverse Effect") with respect to UTS.
(b) As of
the Effective Date, there shall be no liabilities of UTS, other than liabilities
incurred in the ordinary course of business, which are material to UTS on a
consolidated basis which were not reflected in the UTS Interim Financial
Statements, as defined in section 6.12 hereof, and there shall be no material
deterioration in the quality or market value of the real property, investments
and other assets included in such financial statements of UTS.
(c)
Purchaser shall have received a certificate dated the Effective Date, signed by
the president and the chief financial officer of UTS, certifying to the matters
set forth in paragraphs (a) and (b) of this section 4.2. The delivery
of such officers' certificate shall in no way diminish the warranties and
representations of UTS made in this Agreement.
4.3. COMPLETION
AND PAYMENT FOR ANNUAL AUDIT. UTS shall cause to be completed its
annual audit for 2007 and shall prepare and present within five (5) days of the
Closing to Purchaser interim financial statements prepared by its accountants
current through March 31, 2008.
4.4. EXECUTION
OF INVESTMENT LETTERS BY SELLERS. Each Seller shall each have
submitted fully executed Investment Letters in the form attached hereto as
Exhibit B.
4.5. PREPARATION
OF FORM 8-K. A condition of the closing shall be the complete
preparation in filing-ready form of the merger Form 8-K.
5. CONDITIONS
PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF UTS.
The
obligations of UTS hereunder are subject to the satisfaction, on or prior to the
Effective Date, of all the following conditions, compliance with which or the
occurrence of which may be waived in whole or in part by UTS in writing unless
not so permitted by law:
5.1. REPRESENTATIONS
AND WARRANTIES; PERFORMANCE OF OBLIGATIONS. All representations and warranties
of Purchaser contained in this Agreement shall be true and correct in all
material respects as of the Effective Date with the same effect as if such
representations and warranties had been made or given at and as of such date,
except that representations and warranties of Purchaser contained in this
Agreement which specifically relate to an earlier date shall be true and correct
in all material respects as of such earlier date. All covenants and
obligations to be performed or met by Purchaser on or prior to the Effective
Date shall have been so performed or met. On the date of the
Effective Date, either the president or an executive vice president of Purchaser
shall deliver to UTS a certificate to that effect. The delivery of
such officer's certificate shall in no way diminish the warranties,
representations, covenants, and obligations of UTS made in this
Agreement.
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5.2. NO
ADVERSE DEVELOPMENTS. During the period from
March 31, 2008, to the Effective Date, there shall not have been any Material
Adverse Effect with respect to Purchaser, and UTS shall have received a
certificate dated the date of the Effective Date signed by either the president
or an executive vice president of Purchaser to the foregoing
effect. The delivery of such officer's certificate shall in no way
diminish the warranties and representations of Purchaser made in this
Agreement.
5.3 COMPLETION
AND PAYMENT FOR ANNUAL AUDIT. Purchaser shall prepare and present
within five (5) days of the Closing to UTS interim financial statements prepared
by its accountants current through March 31, 2008.
6. REPRESENTATIONS
AND WARRANTIES OF PUBLIC COMPANY.
Purchaser
represents and warrants to UTS as follows:
6.1. ORGANIZATION,
POWERS, AND QUALIFICATION. Purchaser is a duly organized, validly
existing corporation in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to own and
operate its properties and assets, to lease its properties and to carry on its
business as now conducted. Purchaser owns or possesses in the
operation of its business all franchises, licenses, permits, certificates,
consents, approvals, waivers, and other authorizations, governmental or
otherwise, which are necessary for it to conduct its business as now
conducted.
6.2. EXECUTION
AND PERFORMANCE OF AGREEMENT. Purchaser has all requisite corporate
power and authority to execute and deliver this Agreement and to perform its
respective terms.
6.3. BINDING
OBLIGATIONS, DUE AUTHORIZATION. Subject to the approval of its
shareholders, this Agreement constitutes a valid, legal, and binding obligation
of Purchaser, enforceable against it in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, or similar law,
or by general principles of equity. The execution, delivery, and
performance of this Agreement and the transactions contemplated thereby have
been duly and validly authorized by the board of directors of
Purchaser.
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6.4. ABSENCE
OF VIOLATIONS. Purchaser is not (i) in violation of
its bylaws, (ii) in violation of any applicable federal, state, or local law or
ordinance or any order, rule, or regulation of any federal, state, local, or
other governmental agency or body, (iii) in violation of or in default with
respect to any order, writ, injunction, or decree of any court, or any order,
license, regulation, or demand of any governmental agency; (iv) in violation of
any term of any security agreement, mortgage, indenture, or any other contract,
agreement, instrument, lease, or certificate, and Purchaser has not received any
claim or notice of violation with respect thereto.
6.5. ABSENCE
OF DEFAULT. None of the execution or the delivery of this Agreement,
the consummation of the transactions contemplated hereby, or the compliance with
or fulfillment of the terms hereof will conflict with, or result in a breach of
any of the terms, conditions, or provisions of, or constitute a default under
the organizational documents or bylaws of Purchaser. None of such
execution, consummation, or fulfillment will (a) conflict with, or result in a
material breach of the terms, conditions, or provisions of, or constitute a
material violation, conflict, or default under, or give rise to any right of
termination, cancellation, or acceleration with respect to, or result in the
creation of any lien, charge, or encumbrance upon, any of the property or assets
of Purchaser pursuant to any material agreement or instrument under which it is
obligated or by which any of its properties or assets may be bound, including
without limitation any material lease, contract, mortgage, promissory note,
loan, credit arrangement or other commitment or arrangement of it in respect of
which it is an obligor.
6.6. SUBSIDIARIES. Purchaser
does not have any direct or indirect subsidiaries and does not directly or
indirectly own, control, or hold, with the power to vote, any shares of the
capital stock of any entity (including, without limitation, corporations,
partnerships, and joint ventures). There are no outstanding
subscriptions, options, warrants, convertible securities, calls, commitments, or
agreements calling for or requiring the issuance, transfer, sale, or other
disposition of any shares of the capital stock of Purchaser. There
are no other direct or indirect subsidiaries of Purchaser which are required to
be consolidated or accounted for on the equity method in the consolidated
financial statements of Purchaser prepared in accordance with generally accepted
accounting principles.
6.7. CAPITAL
STRUCTURE.
(a) The
authorized capital stock of Purchaser consists of 100,000,000 shares of
Purchaser Common Stock having a par value of $.0001 per share, of which, as of
the date of this Agreement, 1,000 shares have been duly issued and are
validly outstanding, fully paid, and non-assessable, and held by one shareholder
of record. The aforementioned shares of Purchaser Common Stock are
the only voting securities of Purchaser authorized, issued, or outstanding as of
such date; and there are no outstanding subscriptions, options, warrants,
convertible securities, calls, commitments, agreements or rights, including
preemptive rights, calling for or requiring the issuance, transfer, sale, or
other disposition of any shares of the capital stock of Purchaser. No
shares of Purchaser Common Stock are held as treasury shares. None of
the Purchaser Common Stock is subject to any restrictions upon the transfer
thereof under the terms of the articles of incorporation or bylaws of
Purchaser.
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(b) As of
the date hereof, to the best of the knowledge of Purchaser, and except for this
Agreement, there are no shareholder agreements, or other agreements,
understandings, or commitments relating to the right of any holder or beneficial
owner of any issued and outstanding shares of Purchaser Common Stock to vote or
to dispose of his, her or its shares of Purchaser Common Stock.
6.8. ARTICLES
OF INCORPORATION, BYLAWS, AND MINUTE
BOOKS. Purchaser has provided UTS with true, correct and complete
copies of all of the certificates or articles of incorporation and all
amendments thereto, and the bylaws, as amended, of Purchaser and its
subsidiaries. All minute books contain accurate minutes of all
meetings and accurate consents in lieu of meetings of the board of directors
(and any committee thereof) and of the shareholders of Purchaser and its
subsidiaries since their respective inceptions. All minute books
accurately reflect all transactions referred to in such minutes and consents in
lieu of meetings and disclose all material corporate actions of the shareholders
and boards of directors of Purchaser and its subsidiaries and all committees
thereof. Except as reflected in such minute books, there are no
minutes of meetings or consents in lieu of meetings of the board of directors
(or any committee thereof) or of shareholders of Purchaser or its
subsidiaries.
6.9. BOOKS
AND RECORDS. The books and records of Purchaser fairly reflect the
transactions to which it is a party or by which its properties are subject or
bound. Such books and records have been properly kept and maintained
and are in compliance in all material respects with all applicable accounting
and legal requirements. Purchaser follows generally accepted
accounting principles applied on a consistent basis in the preparation and
maintenance of its books of account and financial statements, including using
the accrual method of accounting for all items of income and
expense.
6.10. CONTRACTS,
COMMITMENTS, ETC. Purchaser has made available to UTS:
(a) All
contracts, agreements, plans or other arrangements applicable to employees,
officers, or directors of Purchaser, including compensation, bonus, stock
option, stock purchase, medical, disability, group life or other insurance plans
and any other remuneration or fringe benefit arrangements.
(b) All
material contracts, agreements, leases, mortgages, and commitments to which
Purchaser is a party or may be bound; or, if any of the same be oral, true,
accurate, and complete written summaries of all such oral contracts, agreements,
leases, mortgages, and commitments.
(c) All
contracts, agreements, leases, mortgages, and commitments, whether or not
material, to which Purchaser is a party or may be bound and which require the
consent or approval of third parties to the execution and delivery of this
Agreement or to the consummation or performance of any of the transactions
contemplated thereby or, if any of the same be oral, true, accurate, and
complete written summaries of all such oral contracts, agreements, leases,
mortgages, and commitments.
-9-
(d) All
deeds, leases, contracts, agreements, mortgages, and commitments, whether or not
material, to which Purchaser is a party or may be bound and which relate to
land, buildings, fixtures, or other real property.
(e) All
federal, state, and local tax returns, including any amended returns, filed by
Purchaser for the year 2006, a copy of the calculation of the tax provision made
by Purchaser for the year 2007 and the interim period ended March 31, 2008, as
recorded on its books and records, and a copy of all substantive correspondence
or other documents or agreements received from or entered into with the Internal
Revenue Service (the "IRS") or any other taxing authority since March 31, 2008,
or that would have continuing effect after the Effective Date.
6.11. MATERIAL
CONTRACT DEFAULTS. All contracts, agreements,
leases, mortgages, or commitments referred to in section 6.10 hereof are valid
and in full force and effect on the date hereof. As of the date of
this Agreement and as of the Effective Date, neither Purchaser nor its
subsidiaries will be in default in any material respect under any material
contract, agreement, commitment, arrangement, lease, insurance policy, or other
instrument to which it is a party or by which its assets, business, or
operations may be bound or affected or under which it or its assets, business,
or operations receive benefits; and there has not occurred any event that with
the lapse of time or the giving of notice or both would constitute such a
default.
6.12. SEC
FILINGS; FINANCIAL STATEMENTS.
(a) Purchaser has made available to UTS
a correct and complete copy of each report and registration statement filed by
Purchaser with the SEC (the "Purchaser SEC Reports"), which are all the forms,
reports and documents required to be filed by Purchaser with the SEC prior to
the date of this Agreement. As of their respective dates the Purchaser SEC
Reports: (i) were prepared in accordance and complied in all material respects
with the requirements of the Securities Act or the Exchange Act, as the case may
be, and the rules and regulations of the SEC thereunder applicable to such
Purchaser SEC Reports, and (ii) did not at the time they were filed (and if
amended or superseded by a filing prior to the date of this Agreement then on
the date of such filing and as so amended or superseded) 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) Each set of financial statements
(including, in each case, any related notes thereto) contained in Purchaser SEC
Reports, including each Purchaser SEC Report filed after the date hereof until
the Closing, complied or will comply as to form in all material respects with
the published rules and regulations of the SEC with respect thereto and was or
will be prepared in accordance with U.S. GAAP applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes
thereto) and each fairly presents or will fairly present in all material
respects the financial position of Purchaser at the respective dates thereof and
the results of its operations and cash flows for the periods indicated, except
that the unaudited interim financial statements: (i) were, are or will be
subject to normal adjustments which were not or are not expected to have a
Material Adverse Effect on Purchaser taken as a whole, and, if such adjustments
have been made, then the financial statements contain an affirmative statement
that the
financial statements have been adjusted in order to make the financial
statements not misleading, as required by Regulation S-B or Regulation S-K, as
applicable; and (ii) contain a report of the reviewing independent accountant as
required by Regulation S-B or Regulation S-K, as applicable.
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(c) In
addition, Purchaser has furnished to UTS its consolidated audited balance sheet
as of December 31, 2007, and its related audited statements of operations,
changes in stockholders' equity and cash flows for the fiscal year periods then
ended, and the notes thereto, and its unaudited balance sheet as of March 31,
2008 and its related unaudited statements of operations, changes in
stockholders' equity and cash flows for the three month period then ended (the
“Purchaser Interim Financial Statements”) (collectively, the "Purchaser
Financial Statements"). All of the Purchaser Financial Statements,
including the related notes, (i) were prepared in accordance with generally
accepted accounting principles consistently applied in all material respects
(subject, in the case of the Purchaser Interim Financial Statements, to
recurring audit adjustments normal in nature and amount), (ii) are in accordance
with the books and records of Purchaser, (iii) fairly reflect the financial
position of Purchaser as of such dates and the results of operations of
Purchaser for the periods ended on such dates, and do not fail to disclose any
material extraordinary or out-of-period items.
6.13. ABSENCE
OF UNDISCLOSED LIABILITIES. At March 31, 2008,
Purchaser had no obligation or liability of any nature (whether absolute,
accrued, contingent, or otherwise, and whether due or to become due) which was
material, or which when combined with all similar obligations or liabilities
would have been material, to Purchaser, except as disclosed in the Purchaser
Interim Financial Statements. The amounts set up as current
liabilities for taxes in the Purchaser Interim Financial Statements are
sufficient for the payment of all federal, state and local income, payroll,
withholding, real estate, and other taxes of any kind whatsoever, including any
interest, penalty or addition thereto, whether disputed or not ("Tax" or
"Taxes") accrued in accordance with generally accepted accounting principles and
unpaid at December 31, 2007. Since December 31, 2007, Purchaser
neither incurred nor paid any obligation or liability that would be material (on
a consolidated basis) to Purchaser, except (x) for obligations incurred or paid
in connection with transactions by it in the ordinary course of its business
consistent with past practices, or (y) as set forth on Schedule 6.13 hereof, or
(z) as expressly contemplated herein.
6.14.
ABSENCE OF CERTAIN DEVELOPMENTS; QUALITY OF ASSETS. Since March 31, 2008, there
has been no Material Adverse Effect with respect to Purchaser, its business,
operations or financial condition including no material deterioration in the
quality or market value of its assets, including those real properties,
investments and other assets included in the Purchaser Interim Financial
Statements. Since March 31, 2008, Purchaser has conducted its
business only in the ordinary course of such business and consistent with past
practice.
6.15. TAX
MATTERS.
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(a) All
Tax returns and reports required to be filed by or on behalf of Purchaser have
been timely filed with the appropriate governmental agencies in all
jurisdictions in which such returns and reports are required to be filed, or
requests for extensions have been timely filed, granted, and have not expired,
and all returns filed are complete and accurate and properly reflect their Taxes
for the periods covered. All Taxes shown or required to be shown on
filed returns have been paid, except for any not yet due and
payable.
(b)
Purchaser has in all material respects satisfied all federal, state, local, and
foreign withholding tax requirements including but not limited to income, social
security, and employment tax withholding.
6.16. Reserved.
6.17. TRANSACTIONS
WITH AFFILIATES. Except as set forth on Schedule 6.17 hereof, (a)
none of the officers, directors, or beneficial holders of 5 percent or more of
the common stock of Purchaser or UTS has any ongoing material transaction with
Purchaser or UTS on the date of this Agreement; (b) no Insider has any ownership
interest in any business, corporate or otherwise, which is a party to, or in any
property which is the subject of, business arrangements or relationships of any
kind with Purchaser or UTS not in the ordinary course of
business.
6.18. OTHER
INSURANCE. Purchaser carries insurance with reputable insurers in
such amounts as are reasonable to cover such risks as are customary in relation
to the character and location of its properties and the nature of its
businesses. All such policies of insurance are in full force and
effect, and no notice of cancellation has been received. All premiums
to date have been paid in full. Purchaser is not in default with
respect to any such policy that is material to it.
6.19. EMPLOYEE
BENEFIT PLANS; LABOR MATTERS.
(a)
Schedule 6.19 hereto contains a complete list of all employee benefit plans of
Purchaser, including group insurance contracts, life insurance, health
insurance, severance, and all other employee benefit plans, agreements or
arrangements, whether formal or informal, whether written or oral, whether
legally binding or not, under which any current or former employee of Purchaser
has any present right to future benefits or payments or under which Purchaser
has any present or future liability (together, the "Purchaser
Plans").
(b) As to
each of the Purchaser Plans, Purchaser has made available to UTS true, complete,
current, and accurate copies of the executed document or documents governing the
plan, including the related agreement, insurance policy, and summary plan
description (or other description in the case of an unwritten
plan).
(c)
Purchaser has no liability under any Purchaser Plan which is not reflected in
the Interim Purchaser Financial Statements (other than such normally unrecorded
liabilities under the Plans for sick leave, holiday, bonus, vacation, incentive
compensation, and anniversary awards, provided that such liabilities are not in
any event material).
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(d)
Purchaser has never maintained, established, sponsored, participated in or
contributed to any employee benefit plan within the meaning of Section 3(1) or
Section 3(2) of the Employee Income Security Act of 1974, as amended
(“ERISA”).
(e)
Purchaser (i) is in compliance in all material respects with all applicable
foreign, federal, state and local laws, rules and regulations respecting or
relating to employment, employment practices, terms and conditions of employment
and wages and hours, in each case, with respect to employees, (ii) has withheld
all amounts required by law or by agreement to be withheld from the wages,
salaries and other payments to employees, (iii) is not liable for any arrears of
wages or any taxes or any penalty for failure to comply with any of the
foregoing and (iv) is not liable for any payment to any trust or other fund or
to any governmental or administrative authority, with respect to unemployment
compensation benefits, social security or other benefits or obligations for
employees (other than routine payments to be made in the normal course of
business and consistent with past practice).
6.20. COMPENSATION.
(a)
Schedule 6.20 hereto contains a true and correct statement of the names,
relationships with Purchaser, aggregate compensation for the interim period
ended March 31, 2008, and present rates of compensation and (whether in the form
of salary, bonuses, commissions, or other supplemental compensation now or
hereafter payable), of each director, officer, or other employee or agent of
Purchaser whose aggregate compensation for the fiscal year ended December 31,
2005, at present rates, would be expected to exceed the rate of $5,000 per
annum.
(b)
Except as set forth on Schedule 6.20 hereto, since March 31, 2008, Purchaser has
not changed the rate of compensation of any of its directors, officers,
employees or agents nor has any contract, agreement, plan, or other arrangement
been entered into or amended to increase the compensation, payments or benefits
thereunder.
6.21. ENVIRONMENTAL
LIABILITY.
(a)
Purchaser is not in violation of any judgment, decree, order, law, license, rule
or regulation pertaining to environmental matters, including those arising under
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), the Superfund
Amendments and Reauthorization Act of 1986, the Federal Water Pollution Control
Act, the Federal Clean Air Act, the Toxic Substances Control Act or any state or
local statute, regulation, ordinance, order or decree relating to health, safety
or the environment ("Environmental Laws").
(b)
Purchaser has not received notice that it has been identified by the United
States Environmental Protection Agency as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R.
Part 300 Appendix B, nor has Purchaser or its subsidiaries received any
notification that any hazardous waste, as defined by 42 U.S.C. section 6903(5),
any hazardous substances, as defined by 42 U.S.C. section 9601(14), any
“pollutant or contaminant”, as defined by 42 U.S.C. section 9601(33), or any
toxic substance, hazardous materials, oil, or other chemicals or substances
regulated by any Environmental Laws ("Hazardous Substances") that it
has disposed of, has been found at any site at which a federal or state
agency is conducting a remedial investigation or other action pursuant to any
Environmental Law.
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6.22. REAL AND PERSONAL
PROPERTY. Purchaser possesses good and marketable title to and
owns, free and clear of any mortgage, pledge, lien, charge, or other encumbrance
or other third party interest of any nature whatsoever which would materially
interfere with the business or operations of Purchaser, its real and personal
property and other assets, including without limitation those properties and
assets reflected in the Purchaser Interim Financial Statements, or acquired by
Purchaser subsequent to the date thereof. The leases pursuant to
which Purchaser leases real or personal property as lessee are valid and
effective in accordance with their respective terms; and there is not, under any
such lease, any material existing default or any event which, with the giving of
notice or lapse of time or otherwise, would constitute a material
default. The real properties leased by Purchaser as lessor are valid
and effective in accordance with their respective terms; and there is not, under
any such lease, any material existing default or any notice of pending default
by any lessee which would have a Material Adverse Effect on
Purchaser. The real properties leased by Purchaser as lessor are in
good repair and normal operating condition and are free from any known defects,
except minor defects, that would materially interfere with the continued lease
of the property.
6.23. CAPITAL
EXPENDITURES. Except as set forth on Schedule 6.23 hereof, Purchaser
does not have any outstanding commitments to make capital expenditures or other
asset purchases which, in the aggregate, exceeds $50,000.
6.24. INTERNAL
CONTROLS. Purchaser maintains internal controls to provide reasonable
assurance to its board of directors and officers that its assets are
safeguarded, its records and reports are prepared in compliance with all
applicable legal and accounting requirements and with its internal policies and
practices, and applicable federal, state, and local laws and regulations are
complied with. These controls extend to the preparation of its
financial statements to provide reasonable assurance that the statements are
presented fairly in conformity with generally accepted accounting
principles. The controls contain self-monitoring mechanisms, and
appropriate actions are taken on significant deficiencies as they are
identified.
6.25. ACCOUNTING
TREATMENT. Purchaser is aware of no reason why the Acquisition will
fail to qualify as a reverse acquisition under the purchase method for business
combinations.
6.26. DISCLOSURE. No
representation or warranty hereunder and no certificate, statement, or other
document delivered by Purchaser hereunder or in connection with this Agreement
or any of the transactions contemplated thereunder contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements contained herein, in light of the circumstances under which they
were made, not misleading. There is no fact known to Purchaser that
might materially adversely affect its business, assets, liabilities, financial
condition, results of operations, or prospects which has not been disclosed in
the Purchaser Financial Statements, this Agreement or other document delivered
by Purchaser to UTS. Copies of all documents delivered to UTS by
Purchaser under this Agreement are true, correct, and complete copies thereof
and include all amendments, supplements, and modifications thereto and all
waivers thereunder.
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7. COVENANTS
OF PUBLIC COMPANY.
Purchaser
covenants and agrees as follows:
7.1. RIGHTS
OF ACCESS. From the date hereof to the Effective Date, Purchaser
shall give to UTS and to its representatives, including its certified public
accountants full access during normal business hours to all of the property,
documents, contracts, books, and records of Purchaser, and such information with
respect to its business affairs and properties as UTS from time to time may
reasonably request.
7.2. EXTRAORDINARY
TRANSACTIONS. Without the prior written consent of UTS, Purchaser
will not, on or after the date of this Agreement: (a) declare or pay
any cash dividends or property dividends with respect to any class of its
capital stock; (b) declare or distribute any stock dividend, authorize a stock
split, or authorize, issue or make any distribution of its capital stock or any
other securities or grant any options to acquire such additional securities; (c)
either (i) merge into, consolidate with, or sell or otherwise dispose of its
assets to any other corporation or person, or enter into any other transaction
or agree to effect any other transaction not in the ordinary course of its
business except as explicitly contemplated herein, or (ii) engage in any
discussions concerning such a possible transaction except as explicitly
contemplated herein unless the board of directors of Purchaser, based upon the
advice of legal counsel, determines in good faith that such action is required
for the board of directors to comply with its fiduciary duties to stockholders
imposed by law; (d) convert the form of entity of Purchaser from that in
existence on the date of this Agreement to any other form of entity; (e) make
any direct or indirect redemption, purchase, or other acquisition of any of its
capital stock; (f) except in the ordinary course of its business or to
accomplish the transactions contemplated by this Agreement, incur any liability
or obligation, make any commitment or disbursement, acquire or dispose of any
property or asset, make any contract or agreement, pay or become obligated to
pay any legal, accounting, or miscellaneous other expense, or engage in any
transaction; (g) other than in the ordinary course of business, subject any of
its properties or assets to any lien, claim, charge, option, or encumbrance; (h)
enter into or assume any one or more commitments to make capital expenditures,
any of which individually exceeds $20,000 or which in the aggregate exceed
$50,000; (i) except for increases in the ordinary course of business in
accordance with past practices, and except as explicitly contemplated by this
Agreement, increase the rate of compensation of any employee or enter into any
agreement to increase the rate of compensation of any employee; (j) except as
otherwise required by law, create or modify any profit sharing plan,
bonus, deferred compensation, death benefit, or retirement plan, or the level of
benefits under any such plan, nor increase or decrease any severance or
termination pay benefit or any other fringe benefit; (k) enter into
any employment or personal services contract with any person or firm, except
directly to facilitate the transactions contemplated by this Agreement; nor (l)
change the nature or increase the concentration of risk of investments and of
cash and cash equivalents.
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7.3. PRESERVATION OF BUSINESS. Purchaser will (a) carry
on its business and manage its assets and properties diligently and
substantially in the same manner as heretofore; (b) use commercially reasonable
efforts to continue in effect its present insurance coverage on all properties,
assets, business, and personnel; (c) use commercially reasonable efforts to
preserve its business organization intact, to keep available its present
employees, and to preserve its present relationships with all those entities
having business dealings with it; (d) not do anything and not fail to do
anything which will cause a breach of or default in any contract, agreement,
commitment, or obligation to which it is a party or by which it may be bound;
and (e) conduct its affairs so that at the Effective Date none of its
representations and warranties will be inaccurate, none of its covenants and
agreements will be breached, and no condition in this Agreement will remain
unfulfilled by reason of its actions or omissions.
7.4. AFFILIATES. Purchaser
will furnish to UTS a list of all persons known to Purchaser who at the date of
this Share Exchange Agreement may be deemed to be “affiliates” of Purchaser
within the meaning of Rule 145 under the Securities Act.
7.5. PURCHASE
METHOD TREATMENT. Purchaser will take no action that would prevent or
impede the Acquisition from qualifying as a reverse acquisition under the
purchase method for business combinations.
7.6. UPDATED
SCHEDULES. Not less than fifteen business days prior to the Effective
Date and as of the Effective Date, Purchaser will deliver to UTS any updates to
the schedules to its representations which may be required to disclose events or
circumstances arising after the date hereof. Such schedules shall be
updated only for the purpose of making the representations and warranties
contained in this Agreement to which such part of such schedules relate true and
correct in all material respects as of the date such schedule is updated, and
the updated schedule shall not have the effect of making any representation or
warranty contained in this Agreement true and correct in all material respects
as of a date prior to the date of such updated schedule. For purposes
of determining whether the conditions set forth in section 4.1 to UTS's
obligations have been met, any such updated schedules delivered to UTS shall be
disregarded unless UTS shall have agreed to accept any changes reflected in such
updated schedules.
7.7. SUBSEQUENT
EVENTS. Until the Effective Date, Purchaser will immediately advise
UTS in a detailed written notice of any fact or occurrence or any pending or
threatened occurrence of which it obtains knowledge and which (if existing and
known at the date of the execution of this Agreement) would have been required
to be set forth or disclosed in or pursuant to this Agreement or which (if
existing and known at any time prior to or at the Effective Date) would cause a
condition to UTS's obligations under this Agreement not to be fully
satisfied.
8. REPRESENTATIONS
AND WARRANTIES OF UTS.
UTS, by
and through Sellers, represents and warrants to Purchaser as
follows:
8.1. ORGANIZATION,
POWERS, AND QUALIFICATION. UTS is a duly organized, validly existing
corporation in good standing under the laws of its jurisdiction of incorporation
and has all requisite corporate power and authority to own and operate its
property and assets, to lease properties used in its business, and to carry on
its business as now conducted. UTS owns or possesses in the operation
of its business all franchises, licenses, permits, certificates, consents,
approvals, waivers, and other authorizations, governmental or otherwise, which
are necessary for it to conduct its business as now conducted.
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8.2. EXECUTION AND PERFORMANCE OF AGREEMENT. UTS has all
requisite corporate power and authority to execute and deliver this Agreement
and to perform its respective terms.
8.3. BINDING
OBLIGATIONS, DUE AUTHORIZATION. Subject to the approval of its
shareholders, this Share Exchange Agreement constitutes a valid, legal, and
binding obligation of UTS, enforceable against it in accordance with its terms,
except as enforcement may be limited by applicable bankruptcy, insolvency, or
similar law, or by general principles of equity. The execution,
delivery, and performance of this Agreement and the transactions contemplated
hereby have been duly and validly authorized by the board of directors of
UTS.
8.4. ABSENCE
OF DEFAULT. None of the execution or the delivery of this Share
Exchange Agreement, the consummation of the transactions contemplated hereby, or
the compliance with or fulfillment of the terms hereof will conflict with, or
result in a breach of any of the terms, conditions, or provisions of, or
constitute a default under the organizational documents or bylaws of
UTS. None of such execution, consummation, or fulfillment will (a)
conflict with, or result in a material breach of the terms, conditions, or
provisions of, or constitute a material violation, conflict, or default under,
or give rise to any right of termination, cancellation, or acceleration with
respect to, or result in the creation of any lien, charge, or encumbrance upon,
any of the property or assets of UTS pursuant to any material agreement or
instrument under which it is obligated or by which any of its properties or
assets may be bound, including without limitation any material lease, contract,
mortgage, promissory note, deed of trust, loan, credit arrangement or other
commitment or arrangement of it in respect of which it is an
obligor.
8.5. CAPITAL
STRUCTURE.
(a) The
authorized common stock of UTS as of the date of this Share Exchange Agreement
consists of 100,000,000 shares of UTS Common Stock having a par value of $.0001
per share, of which, as of the date of this Agreement, 11,107,500 shares have
been duly issued and are validly outstanding, fully paid and non-assessable, and
held by thirty-seven (37) shareholders of record. The aforementioned
shares of UTS Common Stock are the only voting securities of UTS authorized,
issued, or outstanding as of the date of this Agreement; and there are no
outstanding subscriptions, options, warrants, convertible securities, calls,
commitments, agreements or rights, including preemptive rights, calling for or
requiring the issuance, transfer, sale, or other disposition of any shares of
the capital stock of UTS.
(b) As of
the date hereof, to the best of the knowledge of UTS, and except for this Share
Exchange Agreement, there are no shareholder agreements, or other agreements,
understandings, or commitments relating to the right of any holder or beneficial
owner of any issued and outstanding shares of UTS Common Stock to vote or to
dispose of his, her or its shares of UTS Common Stock.
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8.6. BOOKS AND RECORDS. The books and records of UTS fairly
reflect the transactions to which it is a party or by which its properties are
subject or bound. Such books and records have been properly kept and
maintained and are in compliance in all material respects with all applicable
accounting and legal requirements. UTS follows generally accepted
accounting principles applied on a consistent basis in the preparation and
maintenance of its books of account and financial statements, including using
the accrual method of accounting for all items of income and
expense. UTS has made all accruals in amounts that accurately report
income and expense in the proper periods in accordance with generally accepted
accounting principles. UTS has filed all material reports and returns
required by any law or regulation to be filed by it.
8.7. FINANCIAL
STATEMENTS. UTS has furnished to Purchaser its audited balance sheet
as of each of December 31, 2007 and 2006, and its related audited consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the fiscal year periods then ended, and the notes thereto, and its
unaudited balance sheet as of March 31, 2008 and its related unaudited
statements of operations, changes in stockholders' equity and cash flows for the
nine month period then ended (the “UTS Interim Financial Statements”)
(collectively, the "UTS Financial Statements"). All of the UTS
Financial Statements, including the related notes, (a) were prepared in
accordance with generally accepted accounting principles consistently applied in
all material respects (subject, in the case of the UTS Interim Financial
Statements, to recurring audit adjustments normal in nature and amount), (b) are
in accordance with the books and records of UTS, (c) fairly reflect the
consolidated financial position of UTS as of such dates, and the consolidated
results of operations of UTS for the periods ended on such dates, and do not
fail to disclose any material extraordinary or out-of-period
items.
8.8. ARTICLES
OF INCORPORATION, BYLAWS, AND MINUTE BOOKS. UTS has provided
Purchaser with true, correct and complete copies of all of UTS’s certificates or
articles of incorporation, the bylaws, and all amendments thereto, and the
minute books. All minute books contain accurate minutes of all
meetings and accurate consents in lieu of meetings of the board of directors
(and any committee thereof) and of the shareholders of UTS since its
inception. All minute books accurately reflect all transactions
referred to in such minutes and consents in lieu of meetings and disclose all
material corporate actions of the shareholders and boards of directors of UTS
and all committees thereof. Except as reflected in such minute books,
there are no minutes of meetings or consents in lieu of meetings of the board of
directors (or any committee thereof) or of shareholders of UTS.
8.9. ABSENCE
OF CERTAIN DEVELOPMENTS. Since March 31, 2008, there has been (a) no
Material Adverse Effect with respect to UTS, (b) no material decrease in the
value of the assets of UTS (c) no material increase in the level of
liabilities of UTS. Since March 31, 2008, UTS has conducted its
business only in the ordinary course of such business and consistent with past
practice.
-18-
8.10. DISCLOSURE. No representation or warranty hereunder and no
certificate, statement, or other document delivered by UTS hereunder or in
connection with this Share Exchange Agreement or any of the transactions
contemplated thereunder contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
contained herein, in light of the circumstances under which they were made, not
misleading. There is no fact known to UTS that might materially
adversely affect its business, assets, liabilities, financial condition, results
of operations, or prospects which has not been disclosed in the UTS Financial
Statements or a certificate, schedule or other document delivered by UTS to
Purchaser. Copies of all documents delivered to Purchaser by UTS
under this Agreement are true, correct, and complete copies thereof and include
all amendments, supplements, and modifications thereto and all waivers
thereunder.
9. COVENANTS
OF UTS.
UTS, by
and through Xxxxx Xxxxx, covenants and agrees as follows:
9.1. RIGHTS
OF ACCESS. From the date hereof to the Effective Date, UTS shall give
to Purchaser and to its representatives, including itsr certified public
accountants reasonable access during normal business hours upon reasonable
advance notice to all of the property, documents, contracts, books, and records
of UTS, and such information with respect to its business affairs and properties
as Purchaser from time to time may reasonably request, and Purchaser will be
furnished with copies of all such books, records, agreements and other documents
as may be reasonably requested by it. In connection with such
investigation, Purchaser will also be permitted to speak with such officers,
directors, creditors, lessees, lessors, customers and litigation counsel of UTS
as Purchaser may specify.
9.2. EXTRAORDINARY
TRANSACTIONS. Without the prior written consent of Purchaser, UTS
will not, on or after the date of this Share Exchange Agreement: (a) declare or
pay any cash dividends or property dividends with respect to any class of its
capital stock; (b) declare or distribute any stock dividend nor authorize a
stock split; (c) merge into, consolidate with, or sell or otherwise dispose of
its assets to any other corporation or person, or enter into any other
transaction or agree to effect any other transaction not in the ordinary course
of its business except as explicitly contemplated herein; (d) convert the form
of entity of UTS from that in existence on the date of this Share Exchange
Agreement to any other form of entity; (e) make any direct or indirect
redemption, purchase, or other acquisition of any of its capital stock; (f)
except in the ordinary course of its business or to accomplish the transactions
contemplated by this Agreement, incur any liability or obligation, make any
commitment or disbursement, acquire or dispose of any property or asset, make
any contract or agreement, pay or become obligated to pay any legal, accounting,
or miscellaneous other expense, or engage in any transaction; (g) other than in
the ordinary course of business, subject any of its properties or assets to any
lien, claim, charge, option, or encumbrance; (h) enter into or assume any one or
more commitments to make capital expenditures, any of which individually exceeds
$20,000 or which in the aggregate exceed $50,000; (i) except for increases in
the ordinary course of business in accordance with past practices and except as
explicitly contemplated by this Agreement, increase the rate of compensation of
any employee or enter into any agreement to increase the rate of compensation of
any employee; (j) except as otherwise required by law, create or modify any
pension or profit sharing plan, bonus, deferred compensation, death benefit, or
retirement plan, or the level of benefits under any such plan, nor increase or
decrease any severance or termination pay benefit or any other fringe benefit;
(k) enter into any employment or personal services contract with any person or
firm, except directly to facilitate the transactions contemplated by this Share
Exchange Agreement; nor (l) change the nature or increase the concentration of
risk of cash and cash equivalents.
-19-
9.3. PRESERVATION OF BUSINESS. UTS will (a) carry on its business
and manage its assets and property diligently and substantially in the same
manner as heretofore; (b) use commercially reasonable efforts to continue in
effect its present insurance coverage on all property, assets, business, and
personnel; (c) use commercially reasonable efforts to preserve its business
organization intact, to keep available its present employees, and to preserve
its present relationships with those entities having business dealings with it;
(d) not do anything and not fail to do anything which will cause a breach of or
default in any contract, agreement, commitment, or obligation to which it is a
party or by which it may be bound; and (e) conduct its affairs so that at the
Effective Date none of its representations and warranties will be inaccurate,
none of its covenants and agreements will be breached, and no condition in this
Agreement will remain unfulfilled by reason of its actions or
omissions.
9.4. SHAREHOLDERS’
MEETING. Unless a majority of shareholders shall provide their
written consent, UTS shall hold a meeting of its shareholders in accordance with
the NRS to consider and vote upon this Agreement. Subject to its
fiduciary duty to shareholders, the board of directors of UTS shall recommend to
its shareholders that this Agreement be adopted.
9.5. SUBSEQUENT
EVENTS. Until the Effective Date, UTS will immediately advise
Purchaser in a detailed written notice of any fact or occurrence or any pending
or threatened occurrence of which it obtains knowledge and which (if existing
and known at the date of the execution of this Agreement) would have been
required to be set forth or disclosed in or pursuant to this Agreement or which
(if existing and known at the time of the Effective Date) would cause a
condition to Purchaser's obligations under this Share Exchange Agreement not to
be fully satisfied.
9.6. UPDATED
SCHEDULES. Not less than fifteen business days prior to the Effective
Date and as of the Effective Date, UTS will deliver to Purchaser any updates to
the schedules to its representations which may be required to disclose events or
circumstances arising after the date hereof. Such schedules shall be
updated only for the purpose of making the representations and warranties
contained in this Agreement to which such part of such schedules relate true and
correct in all material respects as of the date such schedule is updated, and
the updated schedule shall not have the effect of making any representation or
warranty contained in this Agreement true and correct in all material respects
as of a date prior to the date of such updated schedule. For purposes
of determining whether the conditions set forth in section 4.1 to UTS's
obligations have been met, any such updated schedules delivered to Purchaser
shall be disregarded unless Purchaser shall have agreed to accept any changes
reflected in such updated schedules.
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10.1. PLACE
AND TIME OF CLOSING. Closing shall take place at the offices of
Xxxxxxx X. Xxxxxx, III, P.A., at 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx,
Xxxxxxx 00000, or such other place as the parties choose, commencing at 1:00
p.m., Eastern Standard Time, on the date of the Effective Date, provided that
all conditions precedent to the obligations of the parties hereto to close have
then been met or waived.
11. TERMINATION,
WAIVER, AND AMENDMENT.
11.1. TERMINATION
BY REASON OF LAPSE OF TIME. This Agreement may be terminated by any
party after July 1, 2008, by instrument duly authorized and executed and
delivered to the other party, unless the Effective Date shall have
occurred.
11.2. GROUNDS
FOR TERMINATION. This Agreement may be terminated by written notice
of termination at any time before the Effective Date (whether before or after
action by stockholders of Purchaser or UTS):
(a) by
mutual consent of the parties hereto;
(b) by
UTS, upon written notice to Purchaser given at any time (i) if any of the
representations and warranties of Purchaser contained in section 6 hereof was
materially incorrect when made, or (ii) in the event of a material breach or
material failure by Purchaser of any covenant or agreement of Purchaser
contained in this Agreement which has not been, or cannot be, cured within
thirty days after written notice of such breach or failure is given to
Purchaser, and which inaccuracy, breach, or failure, if continued to the
Effective Date, would result in any condition set forth in section 4 hereof not
being satisfied;
(c) by
Purchaser, upon written notice to UTS given at any time (i) if any of the
representations and warranties of UTS contained in section 8 hereof was
materially incorrect when made, or (ii) in the event of a material breach or
material failure by UTS of any covenant or agreement of UTS contained in this
Agreement which has not been, or cannot be, cured within thirty days after
written notice of such breach or failure is given to UTS, and which inaccuracy,
breach, or failure, if continued to the Effective Date, would result in any
condition set forth in section 5 hereof not being satisfied.
(d) by
either UTS or Purchaser upon written notice given to the other if the
shareholders of either UTS or Purchaser shall have voted on and failed to adopt
this Agreement, at the meeting of such shareholders called for such
purpose.
11.3. EFFECT
OF TERMINATION. In the event of the termination and abandonment
hereof pursuant to the provisions of section 11.1 or section 11.2, this
Agreement shall become void and have no force or effect without any liability on
the part of UTS, Purchaser, or their respective directors or officers or
shareholders, in respect of this Agreement. Notwithstanding the
foregoing, as provided in section 12.4 of this Agreement, the confidentiality
agreement contained in that section shall survive such
termination.
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11.4. WAIVER
OF TERMS OR CONDITIONS. Any of the terms or
conditions of this Agreement, to the extent legally permitted, may be waived at
any time prior to the Effective Date by the party which is, or whose
shareholders are, entitled to the benefit thereof, by action taken by that
party, by the board of directors of such party, or by its chairman, or by its
president; provided that such waiver shall be in writing and shall be taken only
if, in the judgment of the party, board of directors, or officer taking such
action, such waiver will not have a materially adverse effect on the benefits
intended hereunder to it or to the shareholders of its or his corporation; and
the other parties hereto may rely on the delivery of such a waiver as conclusive
evidence of such judgment and the validity of the waiver.
11.5. AMENDMENT. Anything
herein or elsewhere to the contrary notwithstanding, to the extent permitted by
law, this Agreement and the exhibit hereto may be amended, supplemented, or
interpreted at any time prior to the Effective Date by written instrument
only duly authorized and executed by each of the parties hereto;
provided, however, that (except as specifically provided herein or as may be
approved by such shareholders) this Share Exchange Agreement may not be amended
after:
(a) the
action by shareholders of Purchaser in any respect that would change (i) the
amount or kind of shares, obligations, cash, property, or rights to be received
in exchange for or on conversion of the Purchaser Common Stock; (ii)
any term of the certificate of incorporation of UTS to be effected by the
Acquisition; or (iii) any of the terms and conditions of this Agreement if the
change would adversely affect the shareholders of Purchaser, or
(b) the
action by shareholders of UTS in any respect that would change (i) the amount or
kind of shares, obligations, cash, property, or rights to be received in
exchange for the UTS Common Stock to be delivered in the Acquisition; (ii) any
term of the certificate of incorporation of UTS to be effected by the
Acquisition; or (iii) any of the terms and conditions of this Agreement if the
change would adversely affect the shareholders of UTS.
12. GENERAL
PROVISIONS.
12.1. ALLOCATION
OF COSTS AND EXPENSES. Except as provided in this section, each party
hereto shall pay its own fees and expenses, including without limitation the
fees and expenses of its own counsel and its own accountants and tax advisers,
incurred in connection with this Agreement and the transactions contemplated
hereby.
12.2. MUTUAL
COOPERATION. Subject to the terms and conditions herein provided,
each party shall use its best efforts, and shall cooperate fully with the other
party, in expeditiously carrying out the provisions of this Agreement and in
expeditiously making all filings and obtaining all necessary approvals, and as
soon as practicable shall execute and deliver, or cause to be executed and
delivered, such notifications and additional documents and instruments and do or
cause to be done all additional things necessary, proper, or advisable under
applicable law to consummate and make effective on the earliest practicable date
the transactions contemplated hereby.
-22-
12.3. FORM OF PUBLIC DISCLOSURES. UTS and Purchaser shall
mutually agree in advance upon the form and substance of all public disclosures
concerning this Agreement and the transactions contemplated hereby and shall not
issue any such public disclosure prior to such consultation. Approval
by UTS or Purchaser of such public disclosure shall not be unreasonably
withheld.
12.4. CONFIDENTIALITY. UTS
and Purchaser shall use all information that each obtains from the other
pursuant to this Agreement solely for the effectuation of the transactions
contemplated by this Agreement or for other purposes consistent with the intent
of this Agreement. Neither UTS nor Purchaser shall use any of such
information for any other purpose, including, without limitation, the
competitive detriment of any other party. UTS and Purchaser shall
maintain as strictly confidential all information each of them learns from the
other and shall, at any time after termination of this Agreement in accordance
with the terms hereof, upon the request of the other, return promptly to it all
documentation provided by it or made available to third parties. Each
of the parties may disclose such information to its respective affiliates,
counsel, accountants, tax advisers, and consultants, provided that such parties
are advised of the confidential nature of such information and agree to be bound
by the terms of this section 12.4. The confidentiality agreement
contained in this section 12.4 shall remain operative and in full force and
effect, and shall survive the termination of this Agreement.
12.5. STANDARD
OF MATERIALITY AND OF MATERIAL ADVERSE EFFECT.
(a) For
purposes of sections 4, 6, and 7 of this Share Exchange Agreement, the terms
"material" and "materially," when used with reference to items normally
expressed in dollars, shall be deemed to refer to amounts individually and in
the aggregate in excess of 3 percent of the shareholders' equity of Purchaser as
of March 31, 2008, as determined in accordance with generally accepted
accounting principles.
(b) For
purposes of sections 5, 8, and 9 of this Share Exchange Agreement, the terms
"material" and "materially," when used with reference to items normally
expressed in dollars, shall be deemed to refer to amounts individually and in
the aggregate in excess of 3 percent of the shareholders' equity of UTS as of
March 31, 2008, as determined in accordance with generally accepted accounting
principles.
(c) The
term "Material Adverse Effect" wherever used in this Share Exchange Agreement
shall mean, with respect to a party, a material adverse effect on the business,
results of operations, financial condition, including the market value of any of
the assets, or prospects of such party and its subsidiaries taken as a
whole.
12.6. COUNTERPARTS. This
Share Exchange Agreement may be executed in two or more counterparts each of
which shall be deemed to constitute an original, but such counterparts together
shall be deemed to be one and the same instrument and to become effective when
one or more counterparts have been signed by each of the parties
hereto. It shall not be necessary in making proof of this Share
Exchange Agreement or any counterpart hereof to produce or account for the other
counterpart.
-23-
12.7. ENTIRE
AGREEMENT. This Share Exchange Agreement sets
forth the entire understanding of the parties hereto with respect to their
commitments to each other and their undertakings vis-à-vis each other on the
subject matter hereof. Any previous agreements or understandings
among the parties regarding the subject matter hereof are merged into and
superseded by this Share Exchange Agreement. Nothing in this Share
Exchange Agreement express or implied is intended or shall be construed to
confer upon or to give any person, other than UTS, Purchaser, and their
respective shareholders, any rights or remedies under or by reason of this Share
Exchange Agreement.
12.8. SURVIVAL
OF REPRESENTATIONS, WARRANTIES, AND COVENANTS. None of the
representations, warranties, covenants, and agreements in this Agreement or in
any instrument delivered pursuant to this Agreement, shall survive the Effective
Date, except for sections 12.4 and 12.6, and those other covenants and
agreements contained herein and therein which by their terms apply in whole or
in part after the Effective Date.
12.9. SECTION
HEADINGS. The section and subsection headings herein have been
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.
12.10. NOTICES.
A. All
notices, consents, waivers, or other communications which are required or
permitted hereunder shall be in writing and deemed to have been duly given if
delivered personally or by messenger, transmitted by telex or telegram, by
express courier, or sent by registered or certified mail, return receipt
requested, postage prepaid. All communications shall be addressed to
the appropriate address of each party as follows:
|
If to Sellers:
|
If
to Dynamic Natural Resources, Inc.:
|
|
See Attached List
|
Attention: Xxxxx
Xxxxx
|
|
00
Xxxxx Xxxxxx
|
|
|
Xxxxxxxx,
XX 00000
|
|
|
If to Dynamic Merger Shell,
Inc.:
|
If
to Universal Tracking Solutions, Inc.:
|
|
Attention: Xxxxx
Xxxxx
|
Attention: Xxxxx
Xxxxx
|
|
00 Xxxxx Xxxxxx
|
0000
Xxxxx Xxxxxx Xxxx, Xxxxx 000-000
|
|
Xxxxxxxx, XX
00000
|
Xxxxxxx,
XX 00000
|
B. For
purposes of notice, the address of each Party will be the address first set
forth above; provided, however, that each Party will have the right to change
its respective address for notices hereunder to another location by giving ten
(10) days advance written notice to the other Party in the manner set forth
above.
-24-
C. All
such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.
12.11. CHOICE OF LAW. This Agreement shall be governed
by, construed, and enforced in accordance with the laws of the State of Nevada,
without giving effect to the principles of conflict of law
thereof. Each of the parties agrees that it may be served with
process in any action with respect to this Share Exchange Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested at the address provided in Section 12.10 above or for Sellers,
in the attached signature pages, or to its registered agent for service of
process in the State of Nevada, if applicable.
12.12. KNOWLEDGE
OF A PERSON. References in this Share Exchange Agreement to the
knowledge of a party shall mean the actual knowledge possessed by the present
executive officers of such party.
12.13. BINDING
AGREEMENT. This Share Exchange Agreement shall be binding upon the
parties and their respective successors and assigns.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
SELLERS:
By:_______________________ Dated:________________________
Xxxxxxx
X. Xxxxx
00000 X
Xxxxxxx Xxx
Xxxxx
Xxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxx
Xxxxxxx
00000 X
Xxxx Xx.
00000 X
Xxxxxxx Xxx
Xxxxx
Xxxxx, XX 00000
-25-
By:_______________________ Dated:________________________
Xxxx X.
Xxxxxxx
0000 X.
Xxxxxxxx Xxxxxx
Xxxxxxx,
XX 00000
By:_______________________ Dated:________________________
Bennett
Lofoco
By:_______________________ Dated:________________________
Xxxxx
Xxxxxxx
0 X.
Xxxxxx Xx.
Xxxxx, XX
00000
By:_______________________ Dated:________________________
Xxxxx
Xxxxxx
By:_______________________ Dated:________________________
Xxxxx X. Xxxxx
00000 X Xxxxxxx Xx
Xxxxx Xxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxx Xxxxxxx
0000 X. Xxxxxxxx Xx
Xxxxx Xxxx, XX 00000
By:_______________________ Dated:________________________
Xxxx Xxxxxx
0000 Xxxxxxxx Xx
Xxxxxxxx Xxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxxx X. X'Xxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
-26-
By:_______________________ Dated:________________________
Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxx X. Xxxxxx
000 Xxxxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxx Xxxxx
0000 X. Xxxx Xx.
Xxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxx Xxxxxxx
000 X. Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxx X. Xxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
-27-
By:_______________________ Dated:________________________
Xxxx Xxxxx
0000 X Xxxxxxxx Xxxxx Xx
Xxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxxx Xxxxxx
0000 X Xxxxxx Xx.
Xxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxx Xxxxxxx
00000 X Xxxx Xx.
Xxxxx Xxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxxx Living Trust
0000 X. Xxxxxx Xx Xxxx Xx.
Xxxx Xxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxx Xxxxxxx
000 Xxxxx Xx.
Xxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxxx Xxxxxxx Xxxxx
00000 Xxxxxxx Xx.
Xxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxx Xxxxxxx
00000 Xxxxxx Xx.
Xxxxxxxxxx Xxxxx, XX
00000
-28-
By:________________________________________ Dated:________________________
Xxxx and Xxxxxx Xxxxxx
0000 Xxxxxx Xxx
Xxxxxx Xxxxxxxx, XX 00000
By:________________________________________ Dated:________________________
Xxxxxxx and Xxxxxxx Xxxxx
0000 Xxxx Xx.
Xxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxxx Xxxxx
00000 Xxxxxx Xxxx
Xxxxx, XX 00000
By:________________________________________ Dated:________________________
Xxx and Xxxxx Xxxxxxx
0000 Xxxxxxxxx Xx
Xxxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxx Xxxxxxx
0000 Xxxxxxxxx Xx
Xxxxxxxx, XX 00000
By:_______________________ Dated:________________________
Xxxxxx Xxxxx
By:_______________________ Dated:________________________
Xxxxx Xxxxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxx Xxx, XX 00000
-29-
By:_______________________ Dated:________________________
Xxxx Xxxxxx
By:_______________________ Dated:________________________
Xxxx Xxxxxx
000 Xxxx
Xxxxxx Xxxxx
Xxxxxxx,
XX 00000
[THIS
AREA IS INTENTIONALLY LEFT BLANK]
AUTHORIZATION OF XXXXX
XXXXX
I HEREBY
STATE UNDER OATH that the above instrument is entered into as my free and
voluntary act and deed for the uses and purposes therein mentioned.
Xxxxx
Xxxxx
STATE
OF
ARIZONA }
} ss:
COUNTY
OF }
Sworn to
and subscribed before me this __________ day of May, 2008, by XXXXX XXXXX. He
personally appeared before me at the time of this notarization. He
is:
Personally
Known to me __________ OR Produced
Identification .
Type of
Identification
Produced: __________ .
_________________________________________
Notary
Public
_________________________________________
Print
Name
State of
Arizona Commission
No.: _________________________________________
-30-
AUTHORIZATION OF XXXXXX
XXXXXX
I HEREBY
STATE UNDER OATH that the above instrument is entered into as my free and
voluntary act and deed for the uses and purposes therein mentioned.
Xxxxxx
Xxxxxx
STATE
OF
MICHIGAN }
} ss:
COUNTY
OF }
Sworn to
and subscribed before me this __________ day of May, 2008, by XXXXXX
XXXXXX. He personally appeared before me at the time of this
notarization. He is:
Personally
Known to me ____________
OR Produced Identification .
_________________________________________
Notary
Public
_________________________________________
Print
Name
State of
Michigan Commission
No.: _________________________________________
-31-
AUTHORIZATION OF DYNAMIC
MERGER SHELL, INC.
I HEREBY
STATE UNDER OATH that the above instrument is entered into as a free and
voluntary act and deed of Dynamic Merger Shell, Inc., for the uses and purposes
therein mentioned, and I am authorized to execute the above instrument and that
the seal affixed hereto is the corporate seal of Dynamic Merger Shell,
Inc.
DYNAMIC
MERGER SHELL, INC.
Xxxxx
Xxxxx, Chairman
STATE
OF
MASSACHUSETTS }
} ss:
COUNTY
OF }
Sworn to
and subscribed before me this _____________day of May, 2008, by XXXXX
XXXXX. He personally appeared before me at the time of this
notarization. He is:
Personally
Known to
me _____________ OR Produced
Identification .
_________________________________________
Notary
Public
_________________________________________
Print
Name
State of
Massachusetts Commission
No.: _________________________________________
-32-
AUTHORIZATION OF DYNAMIC
NATURAL RESOURCES, INC.
I HEREBY
STATE UNDER OATH that the above instrument is entered into as a free and
voluntary act and deed of Dynamic Natural Resources, Inc., for the uses and
purposes therein mentioned, and I am authorized to execute the above instrument
and that the seal affixed hereto is the corporate seal of Dynamic Natural
Resources, Inc.
DYNAMIC
NATURAL RESOURCES, INC.
Xxxxx
Xxxxx, Chairman
STATE
OF
MASSACHUSETTS }
} ss:
COUNTY
OF }
Sworn to
and subscribed before me this ________ day of May, 2008, by
XXXXX XXXXX. He personally appeared before me at the time of this
notarization. He is:
Personally
Known to
me ____________ OR Produced
Identification .
_________________________________________
Notary
Public
_________________________________________Print
Name
State of
Massachusetts Commission
No.: _________________________________________
-33-
AUTHORIZATION OF UNIVERSAL
TRACKING SOLUTIONS, INC.
I HEREBY
STATE UNDER OATH that the above instrument is entered into as a free and
voluntary act and deed of Universal Tracking Solutions, Inc., for the uses and
purposes therein mentioned, and I am authorized to execute the above instrument
and that the seal affixed hereto is the corporate seal of Universal Tracking
Solutions, Inc.
UNIVERSAL
TRACKING SOLUTIONS, INC.
Xxxxx X.
Xxxxx, President
STATE
OF
ARIZONA }
} ss:
COUNTY
OF }
Sworn to
and subscribed before me this _____________ day of May, 2008, by XXXXX
XXXXX. He personally appeared before me at the time of this
notarization. He is:
Personally
Known to
me ____________OR Produced
Identification .
Type of
Identification
Produced: .
_________________________________________
Notary
Public
_________________________________________
Print
Name
State of
Arizona Commission
No.: _________________________________________
-34-
EXHIBIT A
SCHEDULE
1.1
Exchange of Shares in the
Reorganized Purchaser
| Shareholder |
Former UTS
Shares
|
Former % of UTS | New DNR Shares | New % DNR | |||||||||
|
Xxxxx
X. Xxxxx
|
2,590,000 | 19.7 | 2,590,000 | ||||||||||
|
Xxxxxxx
X. Xxxxx
|
200,000 | 1.4 | 200,000 | ||||||||||
|
Xxxx
Xxxxxxx
|
100,000 | 0.7 | 100,000 | ||||||||||
|
Xxxx
X. Xxxxxxx
|
350,000 | 2.7 | 350,000 | ||||||||||
|
Bennett
Lofoco
|
50,000 | 0 | 50,000 | ||||||||||
|
Xxxxx
Xxxxxxx
|
10,000 | 0 | 10,000 | ||||||||||
|
Xxxxx
Xxxxxx
|
500,000 | 3.8 | 500,000 | ||||||||||
|
Xxxxxx
Xxxxxx
|
1,716,286 | 22.8 | 1,716,286 | ||||||||||
|
Xxxxx
X. Xxxxx
|
35,000 | 0 | 35,000 | ||||||||||
|
Xxxxx
Xxxxxxx
|
100,000 | 0.7 | 100,000 | ||||||||||
|
Xxxx
Xxxxx
|
25,000 | 0 | 25,000 | ||||||||||
|
Xxxx
Xxxxxx
|
75,000 | 0 | 75,000 | ||||||||||
|
Xxxxxxx
X. X'Xxxx
|
200,000 | 1.5 | 200,000 | ||||||||||
|
Xxxxxx
X. Xxxxx
|
19,000 | 0 | 19,000 | ||||||||||
|
Xxxxx
X. Xxxxx
|
23,500 | 0 | 23,500 | ||||||||||
|
Xxxxx
X. Xxxxxx
|
50,000 | 0 | 50,000 | ||||||||||
|
Xxxxx
Xxxxx
|
50,000 | 0 | 50,000 | ||||||||||
|
Xxxxx
Xxxxxxx
|
25,000 | 0 | 25,000 | ||||||||||
|
Xxxx
X. Xxxxxx
|
25,000 | 0 | 25,000 | ||||||||||
|
Xxxx
Xxxxx
|
10,000 | 0 | 10,000 | ||||||||||
|
Xxxxxxx
Xxxxxx
|
15,000 | 0 | 15,000 | ||||||||||
|
Xxxx
Xxxxxxx
|
125,000 | 0.95 | 125,000 | ||||||||||
|
Xxxxxxx
Living Trust
|
100,000 | 0.7 | 100,000 | ||||||||||
|
Xxxxxx
Xxxxxxx
|
12,500 | 0 | 12,500 | ||||||||||
|
Xxxxxxx
Xxxxxxx Xxxxx
|
15,000 | 0 | 15,000 | ||||||||||
|
Xxxxxx
Xxxxxxx
|
100,000 | 0.7 | 100,000 | ||||||||||
|
Xxxx
and Xxxxxx Xxxxxx
|
30,000 | 0 | 30,000 | ||||||||||
|
Xxxxxxx
and Xxxxxxx Xxxxx
|
25,000 | 0 | 25,000 | ||||||||||
|
Xxxxxxx
Xxxxx
|
35,000 | 0 | 35,000 | ||||||||||
|
Xxx
and Xxxxx Xxxxxxx
|
100,000 | 0.7 | 100,000 | ||||||||||
|
Xxx
Xxxxxxx
|
225,000 | 1.7 | 225,000 | ||||||||||
|
Xxxxxx
Xxxxx
|
12,500 | 0 | 12,500 | ||||||||||
|
Xxxxx
Xxxxxxxxx
|
25,000 | 0 | 25,000 | ||||||||||
|
Xxxx
Xxxxxx
|
50,000 | 0 | 50,000 | ||||||||||
|
Xxxx
Xxxxxx
|
500,000 | 7.6 | 500,000 | ||||||||||
| Total: | 7,107,500 | 7,107,500 | |||||||||||
-35-
EXHIBIT B
AMENDMENT TO SUBSCRIPTION
AGREEMENT
THE INFORMATION BELOW IS
REQUIRED IN CONNECTION WITH THE EXEMPTIONS FROM THE SECURITIES ACT OF
1933, AS AMENDED, AND STATE LAWS BEING RELIED ON BY THE COMPANY WITH RESPECT TO
THE OFFER AND SALE OF ITS SECURITIES. ALL OF SUCH INFORMATION WILL BE
KEPT CONFIDENTIAL, AND WILL BE REVIEWED ONLY BY THE COMPANY AND ITS
COUNSEL. The undersigned agrees to furnish any additional
information, which the Company or its counsel deems necessary in order to verify
the responses set forth below.
Accredited or Unaccredited
Status. The undersigned represents and warrants that at the time of my/our initial
investment in Universal Tracking Solutions, Inc. the following
information was true:
Check All That
Apply
____ (a) The
undersigned was an individual having a net worth, or a joint net worth together
with his or her spouse, in excess of $1,000,000 (as of the date of
investment).
(In
calculating net worth, you may include equity in personal property and real
estate, including your principal residence, cash, short-term investments, stock
and securities. Equity in personal property and real estate should be
based on the fair market value of such property minus debt secured by such
property.)
____ (b) The
undersigned was an individual that had an individual income in excess of
$200,000 in each of the prior two years (2004 and 2005) and reasonably expects
an income in excess of $200,000 in the current year (2006); or
____ (c) The
undersigned was an individual that had with his/her spouse joint income in
excess of $300,000 in each of the prior two years (2004 and 2005) and reasonably
expects joint income in excess of $300,000 in the current year
(2006).
____ (d) The
undersigned was a director or executive officer of Universal Tracking Solutions,
Inc.
_____ (e) None
of the above. I was an unaccredited investor.
|
Signature
|
Date |
Signature
(spouse, if applicable)
|
Date | |
|
|
|
|||
| Name (Typed or Printed) | Spouse Name (Typed or Printed) | |||
|
Xxxxxx
Xxxxxxx
|
Xxxxxxxx
Xxx. Xxxxxx
|
|||
|
|
|
|||
|
Xxxx,
Xxxxx and Zip Code
|
Fax Tel. Number | |||
|
Tax
I.D. # or Social Security #
|
Email
address
|
-36-
EXHIBIT C
SCHEDULE
6.13
Absence of Undisclosed
Liabilities
NOT
APPLICABLE.
-37-
EXHIBIT D
SCHEDULE
6.17
Transactions with
Affiliates
|
I.
|
Transactions
with Affiliates and UTS Not Disclosed in Section
6.17:
|
NONE.
|
II.
|
Transactions
with Affiliates and DNR Not Disclosed in Section
6.17:
|
NONE.
-38-
EXHIBIT E
SCHEDULE
6.19
Employee Benefit Plans,
Labor Matters
NOT
APPLICABLE.
-39-
EXHIBIT F
SCHEDULE
6.20
Compensation
NOT
APPLICABLE.
-40-
EXHIBIT G
SCHEDULE
6.23
Capital
Expenditures
NOT
APPLICABLE.
-41-
