UNIPRO FINANCIAL SERVICES, INC.
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NOTE PURCHASE AGREEMENT
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UNIPRO FINANCIAL
SERVICES, INC.
NOTE PURCHASE AGREEMENT
THIS NOTE
PURCHASE AGREEMENT is made effective as of the 30th day of
September, 2005 (the "Effective Date") by
and among Unipro Financial Services,
Inc, a Florida corporation (the "Company"),
and the purchasers (individually, a
"Purchaser" and collectively, the
"Purchasers") whose names appear on the
Schedule of Purchasers attached hereto as
Exhibit A.
The parties hereby agree as follows:
1. AMOUNT AND TERMS OF THE LOAN
1 The
Loan. Subject to the terms of this Agreement, each Purchaser
agrees
to lend to the Company the amount set forth
opposite each such Purchaser's name
on the Schedule of Purchasers (each, a
"Loan Amount") against the issuance and
delivery by the Company of a convertible
promissory note for the Loan Amount in
substantially the form attached hereto as
Exhibit B (each, a "Note" and
collectively, the "Notes"). Each Note shall
automatically be converted into
Common Stock as provided in such Note upon
the closing of a merger or
acquisition that results in a change of
control (the "Transaction"). The Loan
Amounts are hereinafter referred to
collectively as the "Loan"). In addition to
the Notes, each Purchaser shall receive a
warrant in the name of the Purchaser
to purchase up to a number of shares of the
Company's common stock equal to such
Purchaser's pro-rata portion (based upon an
aggregate Loan Amount of $100,000)
of 100,000, with an exercise price equal to
$1.00 and in substantially the same
form as attached hereto as Exhibit C (each
a "Warrant" and collectively, the
"Warrants").
2. THE CLOSING
1 Closing
Date. The closing of the purchase and sale of the Notes shall
be
held on the Effective Date, or at such
other time as the Company and the
Purchasers shall agree (the "Closing" or
"Closing Date").
2
Delivery. At the Closing (i) each Purchaser will lend to the
Company the
amount of such Purchaser's Loan Amount as
indicated on the Schedule of
Purchasers; and (ii) the Company shall
issue and deliver to each Purchaser a
Note in favor of such Purchaser payable in
the principal amount of such
Purchaser's Loan Amount and a Warrant
representing such Purchasers pro-rata
amount.
3. REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE COMPANY
The Company
hereby represents and warrants to each Purchaser as follows:
1
Corporate Power. Except as stated in Section 3.2 of this Agreement,
the
Company will have at the Closing Date all
requisite corporate power to execute
and deliver this Agreement and to carry out
and perform its obligations under
the terms of this Agreement.
1
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2
Authorization. All corporate action on the part of the Company,
its
directors and its shareholders necessary
for the authorization, execution,
delivery and performance of this Agreement
by the Company and the performance of
the Company's obligations hereunder has
been taken or will be taken prior to the
Closing; provided, however, that the Board
of Directors has not yet approved an
amendment to the Company's certificate of
incorporation (the "Amendment") to
authorize the equity securities issuable
upon conversion of the Notes. Upon
shareholder approval of the Amendment, the
amended certificate of incorporation
will be submitted to the Secretary of State
of the State of Florida for filing.
This Agreement, the Notes and the Warrants,
when executed and delivered by the
Company, shall constitute valid and binding
obligations of the Company
enforceable in accordance with their terms,
subject to laws of general
application relating to bankruptcy,
insolvency, the relief of debtors and, with
respect to rights to indemnity, subject to
federal and state securities laws.
The Common Stock or other equity securities
of the Company, when issued in
compliance with the provisions of this
Agreement, the Notes and the Warrants,
will be validly issued, fully paid and
nonassessable and free of any liens or
encumbrances. The Notes and the Warrants,
when issued in compliance with the
provisions of this Agreement, will not
violate any preemptive rights or rights
of first refusal, will be issued in
compliance with all applicable federal and
state securities laws, and will be free of
any liens or encumbrances, other than
any liens or encumbrances created by or
imposed upon the holders through no
action of the Company; provided, however,
that the Notes and the Warrants may be
subject to restrictions on transfer under
state and/or federal securities laws
as set forth herein or as otherwise
required by such laws at the time the
transfer is proposed.
3
Governmental Consents. All consents, approvals, orders, or
authorizations of, or registrations,
qualifications, designations, declarations,
or filings with, any governmental
authority, required on the part of the Company
in connection with the valid execution and
delivery of this Agreement and the
offer, sale or issuance of the Notes and
the Warrants shall have been obtained
and will be effective at the Closing,
except for notices required or permitted
to be filed with certain state and federal
securities commissions, which notices
will be filed on a timely basis.
4
Offering. Assuming the accuracy of the representations and
warranties of
the Purchaser(s) contained in Section 4
hereof, the offer, issue, and sale of
the Notes and the Warrants are and will be
exempt from the registration and
prospectus delivery requirements of the
Securities Act of 1933, as amended (the
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