FUNDING AND SHARE REPURCHASE AGREEMENT

 

 

                                                              Exhibit 10.10

 

                FUNDING AND SHARE REPURCHASE AGREEMENT

 

THIS AGREEMENT ("Agreement") is made and entered into as of the 11th

day of July, 2005, by and between UniPro Financial Services, Inc.,

("UniPro", the "Purchaser") a validly existing Florida corporation,

and Harvey Judkowitz, Paul M. Galant, Mary McGuire and Suouconni

Corporation, the control shareholders ("Sellers") of UniPro.

 

WHEREAS, the Purchaser desires to purchase and the Sellers desire to

sell a total of two million Eight Hundred Thousand (2,800,000)

unregistered shares of UniPro's $0.001 par value Common Stock

previously issued and presently outstanding; and

 

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 

ARTICLE 1.    Sale and Purchase.

Section 1.1 Sale and Transfer of Assets. Sellers hereby agree to

sell, convey, transfer, assign and deliver to Purchaser and

Purchaser hereby agrees to purchase as herein provided, all of the

title, rights and interests of the Sellers in Two Million Eight

Hundred Thousand (2,800,000) unregistered shares of $0.001 par value

common stock previously issued by UniPro Financial Services, Inc.,

the "Common Shares".

 

Section 1.2    Purchase Price. The purchase price payable by the

Purchaser in consideration for the described Common Shares shall be

the aggregate sum of $150,000, payable as follows: On the execution

of this Agreement, the sum of $25,000 shall be paid as a non-

refundable deposit to assure future performance hereunder (funds

shall be wired or made payable to UniPro Financial Services, Inc.,

at the direction of Paul M. Galant) and shall be considered a

"break-up fee" or liquidated damages, in the event Purchaser fails

to close.

      1.2-1 On Closing of the contemplated transaction, the

additional sum of $125,000 shall be due and payable to the Sellers.

      1.2-2 The parties acknowledge that as additional consideration,

all of the Capital Shares of UPHoldings, Inc. (presently a

subsidiary of UniPro) shall be transferred to the Control

Shareholder's contemporaneously with the Closing of this Agreement.  

 

Section 1.3 No Assumption of Liabilities. The Sellers acknowledges

that there shall be no known encumbrances, claims or obligations of

record, pending or otherwise on said shares, which were fully paid

on issuance, at the Closing of the aforementioned transaction, and

shall hold the Purchaser harmless from any all future claims or

encumbrances, whether known or unknown at the time of Closing. This

provision shall survive the Closing.

 

Section 1.4 Related Transaction. As a condition precedent to the

terms and obligations hereunder, the parties hereto agree that in a

contemporaneous transaction, UniPro is acquiring Assets from Global

Technology Resource Corporation in exchange for 4,000,000 shares of

UniPro's $0.001 par value common stock, and that such issuance in

combination with the shares being repurchased pursuant to this

Agreement shall result in a change of control of UniPro, and the

simultaneous election to the board of directors of the holders, or

their representatives, of the aforesaid shares; and the simultaneous

resignation of the present directors and officers.

1.4-1 It is acknowledged by the parties of the Related

Transaction and their representatives, that funding for the

acquisition of the shares as described heretofore in Section 1.1

shall be provided to UniPro by the new control shareholders and

their representatives.

 

ARTICLE 2.    Representations and Warranties of Seller and Purchaser.

Section 2.1    Representations and Warranties of Seller.   Seller

hereby represents and warrants to Purchaser as follows:

(a) Authority. Sellers have the legal power and authority to enter

into and perform this Agreement and the transactions contemplated by

this Agreement. The execution, delivery and performance of this

Agreement by Sellers and the transactions contemplated by this

Agreement have been duly and validly approved and authorized by all

 

 

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necessary corporate and shareholder action of Seller Suouconni

Corporation.

(b) Title to Asset. Sellers have good and marketable title to the

Common Shares conveyed hereunder.

(c) Actions Pending. There are no actions, suits or proceedings

pending or, to the knowledge of Sellers, threatened against or

affecting the Common Shares at law or in equity, or before any

governmental or public office, agency or authority which involves

the possibility of any liability or which may result in any adverse

change of ownership.

(d) Brokers. The parties acknowledge that there was no broker or

finder who brought about the subject transaction. Each party agrees

to indemnify and save harmless the other in the event of a third

party claim.

(e) Absence of Conflicts and Consent Requirements. Sellers execution

and delivery of this Agreement and performance of its obligations

hereunder, including the sale of the Purchased Asset hereunder, do

not (i) conflict with or violate Seller Suouconni's Articles of

Incorporation or Bylaws, (ii) violate or, alone or with notice or

the passage of time, result in the material breach or termination

of, or otherwise give any contracting party the tight to terminate

or declare a default under, the terms of any written agreement to

which Sellers are a party or by which its properties or assets may

be bound; or (iii) violate any judgment, order, decree, or to the

knowledge of Sellers, any law, statute, regulation or other judicial

or governmental restriction to which Sellers are subject.

 

Section 2.2     Representations and Warranties of Purchaser.  

Purchaser hereby represents and warrants to Seller as follows:

(a) Due Organization.   Purchaser is a corporation duly organized,

existing and in good standing under the laws of the State of

Florida.

(b) Authority. Purchaser has the legal power and authority to enter

into and perform this Agreement and the transaction contemplated by

this Agreement. The execution, delivery and performance of this

Agreement by Purchaser and the transactions contemplated by this

Agreement have been duly and validly approved and authorized by all

necessary corporate action of Purchaser. Neither the execution and

delivery by the Purchaser of this Agreement, nor the consummation of

the transactions contemplated hereby, not compliance by Purchaser

with any of the provisions hereof will:   i) conflict with or result

in a breach of any provision of the Articles of Incorporation or

Bylaws of Purchaser, or (ii) violate any order, writ, injunction,

decree, statute, rule or regulation applicable to Purchaser or any

of its properties or assets.

(c) Brokers.   All negotiations relative to this Agreement and the

transactions contemplated hereby have been carried on by Purchaser

in such a manner as not to give rise, as the result of any action of

Purchaser, to any valid claim against the Seller for a brokerage

commission, finders fee or other like payment.

 

ARTICLE 3.     Closing.

Section 3.1 Closing Date.   The closing for the consummation of the

transactions contemplated by this Agreement (the Closing) shall be

held at such time and place as the parties shall hereafter agree,

but no later than July 31, 2005, or by contemporaneous delivery by

the respective party to the other of signed documents, as may be

required.

 

Section 3.2 Obligations of Sellers.

(a) Upon the receipt of the final payment due hereunder the Sellers

shall deliver to Purchaser, share certificates from each of the

Sellers aggregating 2,800,000 of the outstanding UniPro Common

Shares in negotiable form (duly executed stock powers or

assignments, with medallion signature guarantees, and other good and

sufficient instruments of conveyance and transfer as may be

reasonably requested by Purchaser in form satisfactory to Purchaser

and its counsel, as shall be effective to vest, in accordance with

the terms of this Agreement, all rights, title and interest in and

to the demised Common Shares and other rights contemplated by this

Agreement.

(b) Copies certified by the Secretary or Assistant Secretary of

Seller - Suouconni, of the approval by its Board of Directors

authorizing the execution, delivery and performance of this

Agreement and all other agreements, documents and instruments

relating hereto and the consummation of the transactions

contemplated hereby.

 

 

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ARTICLE 4.    Covenants of Sellers.   Sellers agree and covenant with

Purchaser as follows:

Section 4.1. Accuracy of Representations and Warranties. Sellers

shall not take any action, which would render any representation or

warranty made herein by Sellers untrue in any material respect as of

the Closing Date.

 

Section 4.2 Notice of Breach or Failure of Condition. Sellers will

give notice promptly to Purchaser of the occurrence of any event or

the failure of any event to occur that would preclude the