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”).
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.
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.
(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").
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.
(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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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.
The
obligations of UTS and Purchaser to consummate the Acquisition shall be subject
to the conditions that on or before the Effective Date:
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.
4.5. 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.
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:
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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.
Purchaser
represents and warrants to UTS as follows:
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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.
(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.
6.10. 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.
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(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.
(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.
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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.
(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.
(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.
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7. COVENANTS
OF PUBLIC COMPANY.
Purchaser
covenants and agrees as follows:
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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.
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.
(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.
8.8. 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.
-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.
UTS, by
and through Xxxxx Xxxxx, covenants and agrees as follows:
-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.
-20-
(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.
-21-
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.
(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.
-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.
(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.
-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.
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.
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-