WARRANT
TO PURCHASE SHARES OF COMMON STOCK
of
UNIPRO FINANCIAL SERVICES, INC.
A Florida Corporation
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE
PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "WARRANT
SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW
TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.
NEITHER THIS WARRANT OR THE WARRANT SHARES (TOGETHER, THE
"SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE CORPORATION
OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE
OR OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED
BY THIS WARRANT.
Warrant No.: A-1 100,000
Westlake Village, California
THIS CERTIFIES THAT, for value received, Oceanus Value Fund, L.P. (the
"Holder") is entitled to subscribe for and purchase from UNIPRO FINANCIAL
SERVICES, INC., a Florida corporation (the "Company"), 100,000 shares of the
Company's Common Stock (as adjusted pursuant to Section 2 hereof) (the "Warrant
Shares") at the purchase price of $1.00 per share (as adjusted pursuant to
Section 2 hereof) (the "Exercise Price"), upon the terms and subject to the
conditions hereinafter set forth:
1. Exercise Rights.
(a) Cash Exercise. The purchase rights represented by this Warrant
may be exercised by the Holder at any time during the term hereof, in
whole or in part, by surrender of this Warrant and delivery of a completed
and duly executed Notice of Cash Exercise, in the form attached as Exhibit
A hereto, accompanied by payment to the Company of an amount equal top the
Exercise Price then in effect multiplied by the number of Warrant Shares
to be purchased by the Holder in connection with such cash exercise of
this Warrant, which amount may be paid, at the election of the Holder, by
wire transfer, delivery of a check payable to the order of the Company or
delivery of a promissory note made by the Company for whole or partial
cancellation, or any combination of the foregoing, to the principal
offices of the Company. The exercise of this Warrant shall be deemed to
have been effected on the day on which the Holder surrenders this Warrant
to the Company and satisfies all of the requirements of this Section 1.
Upon such exercise, the Holder will be deemed a shareholder of record of
those Warrant Shares for which the Warrant has been exercised with all
rights of a shareholder (including, without limitation, all voting rights
with respect to such Warrant Shares and all rights to receive any
dividends with respect to such Warrant Shares). If this Warrant is to be
exercised in respect of less than all of the Warrant Shares covered
hereby, the Holder shall be entitled to receive a new warrant covering the
number of Warrant Shares in respect of which this Warrant shall not have
been exercised and for which it remains subject to exercise. Such new
warrant shall be in all other respects identical to this Warrant.
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(b) Fair Market Value. For purposes of this Section 1, the "Fair
Market Value" of the Common Stock shall have the following meanings:
(i) If the Common Stock is not listed for trading on a
national securities exchange or admitted for trading on a national
market system, then the Fair Market Value of a share of Common Stock
shall be as determined in good faith by the Board of Directors (the
"Board of Directors") of the Company as of the date of exercise.
(ii) If the Common Stock is listed for trading on a national
securities exchange or admitted for trading on a national market
system, then the Fair Market Value of Common Stock shall be deemed
to be the closing price quoted on the principal securities exchange
on which the Common Stock is listed for trading, or if not so
listed, the average of the closing bid and asked prices for Common
Stock quoted on the national market system on which Common Stock is
admitted for trading, each as published in the Western Edition of
The Wall Street Journal, in each case for the ten trading days prior
to the date of exercise pursuant to clause (b) of Fair Market Value
for Common Stock in accordance herewith.
(c) Additional Conditions to Exercise of Warrant. Unless there is a
registration statement declared or ordered effective by the Securities and
Exchange Commission (the "Commission") under the Securities Act which
includes the Warrant Shares to be issued upon the exercise of the rights
represented by this Warrant, such rights may not be exercised unless and
until:
(i) the Company shall have received an Investment
Representation Statement, in the form attached as Exhibit B hereto,
certifying that, among other things, the Warrant Shares to be issued
upon the exercise of the rights represented by this Warrant are
being acquired for investment and not with a view to any sale or
distribution thereof; and
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(ii) each certificate evidencing the Warrant Shares to be
issued upon the exercise of the rights represented by this Warrant
shall be stamped or imprinted with a legend substantially in the
following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT FOR
DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS.
SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT. COPIES OF THE AGREEMENTS
COVERING THE PURCHASE OF THESE SHARES AND
RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
COMPANY AT THE PRINCIPAL EXECUTIVE OFFICE OF THE
COMPANY. THIS CERTIFICATE MUST BE SURRENDERED TO
THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION
PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF
ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY
THIS CERTIFICATE.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN
AN AGREEMENT BETWEEN THE COMPANY AND THE
SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.
(d) Fractional Shares. Upon the exercise of the rights represented
by this Warrant, the Company shall not be obligated to issue fractional
shares of Common Stock, and in lieu thereof, the Company shall pay to the
Holder an amount in cash equal to the Fair Market Value per share of
Common Stock immediately prior to such exercise multiplied by such
fraction (rounded to the nearest cent).
(e) Expiration of Warrant. This Warrant shall expire and shall no
longer be exercisable two years from the date this Warrant is issued.
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(f) Record Ownership of Warrant Shares. The Warrant Shares shall be
deemed to have been issued, and the person in whose name any certificate
representing Warrant Shares shall be issuable upon the exercise of the
rights represented by this Warrant (as indicated in the appropriate Notice
of Exercise) shall be deemed to have become the holder of record of (and
shall be treated for all purposes as the record holder of) the Warrant
Shares represented thereby, immediately prior to the close of business on
the date or dates upon which the rights represented by this Warrant are
exercised in accordance with the terms hereof.
(g) Stock Certificates. In the event of any exercise of the rights
represented by this Warrant, certificates for the Warrant Shares so
purchased pursuant hereto shall be delivered to the Holder promptly and,
unless this Warrant has been fully exercised or has expired, a new Warrant
representing the Warrant Shares with respect to which this Warrant shall
not have been exercised shall also be issued to the Holder within such
time.
(h) Issue Taxes. The issuance of certificates for shares of stock
upon the exercise of the rights represented by this Warrant shall be made
without charge to the Holder for any issuance tax in respect thereof;
provided, however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of the Holder of
the Warrant.
(i) Conditional Exercise. The Holder of this Warrant shall have the
right to submit a notice of exercise of this Warrant conditional upon the
closing of a registered secondary offering or an acquisition of the
Company. If such transaction upon which such exercise is conditioned is
not consummated, such notice of exercise shall be deemed of no further
force or effect. For the purposes hereof, the Fair Market Value for the
purposes of Section 1(b) hereto shall be the price to the public in the
case of a registered secondary offering and in the case of an acquisition
of the Company shall be the value of the consideration payable or issuable
to the holders of the Company's Common Stock.
(j) Stock Fully Paid; Reservation of Shares. All Warrant Shares that
may be issued upon the exercise of the rights represented by this Warrant,
upon issuance, will be duly and validly issued, will be fully paid and
nonassessable, will not violate any preemptive rights or rights of first
refusal, will be free from restrictions on transfer other than those
imposed under applicable federal and state securities laws, will be issued
in compliance with all applicable federal and state securities laws, and
will have the rights, preferences and privileges described in the
Company's Certificate of Incorporation, as amended; and the Warrant Shares
will be free of any liens or encumbrances, other than any liens or
encumbrances created by or imposed upon the Holder through no action of
the Company. During the period within which the rights represented by the
Warrant may be exercised, the Company will at all times have authorized
and reserved for the purpose of issuance upon exercise of the purchase
rights evidenced by this Warrant, a sufficient number of shares of its
Common Stock to provide for the exercise of the right represented by this
Warrant.
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2. Adjustment Rights.
(a) Right to Adjustment. The number of Warrant Shares purchasable
upon the exercise of the rights represented by this Warrant, and the
Exercise Price therefor, shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:
(i) Merger. If at any time there shall be a merger or
consolidation of the Company with or into another corporation when
the Company is not the surviving corporation, then, as a part of
such merger or consolidation, lawful provision shall be made so that
the holder of this Warrant shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified herein
and upon payment of the aggregate Exercise Price then in effect, the
number of shares of stock or other securities or property of the
successor corporation resulting from such merger or consolidation,
to which a holder of the stock deliverable upon exercise of this
Warrant would have been entitled in such merger or consolidation if
this Warrant had been exercised immediately before such merger or
consolidation. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Warrant with
respect to the rights and interests of the Holder after the merger
or consolidation.
(ii) Stock Splits, Dividends, Combinations and Consolidations.
In the event of a stock split, stock dividend or subdivision of or
in respect of the outstanding shares of Common Stock, the number of
Warrant Shares issuable upon the exercise of the rights represented
by this Warrant immediately prior to such stock split, stock
dividend or subdivision shall be proportionately increased and the
Exercise Price then in effect shall be proportionately decreased,
effective at the close of business on the date of such stock split,
stock dividend or subdivision, as the case may be. In the event of a
reverse stock split, consolidation, combination or other similar
event of or in respect of the outstanding shares of Common Stock,
the number of Warrant Shares issuable upon the exercise of the
rights represented by this Warrant immediately prior to such reverse
stock split, consolidation, combination or other similar event shall
be proportionately decreased and the Exercise Price shall be
proportionately increased, effective at the close of business on the
date of such reverse stock split, consolidation, combination or
other similar event, as the case may be.
(b) Adjustment Notices. Upon any adjustment of the Exercise Price,
and any increase or decrease in the number of Warrant Shares subject to
this Warrant, in accordance with this Section 2, the Company, within 30
days thereafter, shall give written notice thereof to the Holder at the
address of such Holder as shown on the books of the Company, which notice
shall state the Exercise Price as adjusted and, if applicable, the
increased or decreased number of Warrant Shares subject to this Warrant,
setting forth in reasonable detail the method of calculation of each such
adjustment.
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3. Transfer of Warrant.
(a) Conditions. This Warrant and the rights represented hereby are
not transferable, except in accordance with the conditions set forth in
this Section 3; provided, however, that the Company shall waive the
provisions of Section 3(b)(ii), below, and shall consent to the transfer
of this Warrant, if the Holder of the Warrant would otherwise be permitted
to transfer the Warrant Shares in accordance with State and Federal
Securities Laws. In order to effect any transfer of all or a portion of
this Warrant, the Holder hereof shall deliver to the Company a completed
and duly executed Notice of Transfer, in the form attached as Exhibit C
hereto.
(b) Additional Conditions to Transfer of Warrant. Unless there is a
registration statement declared or ordered effective by the Commission
under the Securities Act which includes this Warrant, this Warrant may not
be transferred unless and until:
(i) the Company receives an Investment Representation
Statement, in the form attached as Exhibit D hereto, certifying
that, among other things, this Warrant is being acquired for
investment and not with a view to any sale or distribution thereof;
and
(ii) the Company receives a written notice from the Holder
which describes the manner and circumstances of the proposed
transfer accompanied by a written opinion of Holder's legal counsel,
in form and substance reasonably satisfactory to the Company,
stating that such transfer is exempt from the registration and
prospectus delivery requirements of the Securities Act and all
applicable state securities laws or with a Commission "no-action"
letter stating that future transfers of such securities by the
transferor or the contemplated transferee would be exempt from
registration under the Securities Act or such securities may be
transferred in accordance with Rule 144(k). Upon receipt of the
foregoing, the Company shall, or shall instruct its transfer agent
to, promptly, and without expense to the Holder issue new securities
in the name of the Holder not bearing the legends required under
Section 1(d)(ii). In addition, new securities shall be issued
without such legend if such legends may be properly removed under
the terms of Rule 144(k).
4. No Shareholder Rights. The Holder of this Warrant (and any transferee
hereof) shall not be entitled to vote on matters submitted for the
approval or consent of the shareholders of the Company or to receive
dividends declared on or in respect to the shares of Common Stock or any
other capital stock or other securities of the Company which may at any
time be issuable upon the exercise of the rights represented hereby for
any purpose, nor shall anything contained herein be construed to confer
upon the Holder (or any transferee hereof) any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted for the approval or consent of the
shareholders, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of
stock, merger or consolidation, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised as provided herein.
No provision of this Warrant, in the absence of the actual exercise of
such Warrant or any part thereof into Common Stock issuable upon such
exercise, shall give rise to any liability on the part of such Holder as a
shareholder of the Company, whether such liability shall be asserted by
the Company or by creditors of the Company.
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5. Miscellaneous.
(a) Governing Law. This Warrant will be construed in accordance
with, and governed in all respects by, the laws of the State of
California, as applied to agreements entered into, and to be performed
entirely in such state, between residents of such state.
(b) Dispute Resolution.
(i) Negotiation. In the event of any dispute, controversy or
claim arising out of or relating to this Warrant, representatives of
the parties will meet in a location chosen by the party initiating
the negotiation not later than ten business days after written
notice from one party to the other of such dispute and will enter
into good faith negotiations aimed at resolving the dispute. If they
are unable to resolve the dispute in a mutually satisfactory manner
within 30 business days from the date of such notice, the matter may
be submitted by either party to arbitration as provided for in
Section 5(b)(ii), below.
(ii) Arbitration.
(a) Any dispute, controversy or claim between or among
any of the parties hereto arising out of or relating to this
Warrant or the breach, termination or invalidity thereof,
including any dispute as to whether any dispute is subject to
arbitration, which has not been resolved after good faith
negotiations pursuant to subsection 5(b)(i) hereof will be
settled by binding arbitration administered by the American
Arbitration Association in accordance with its then current
Commercial Arbitration Rules except as provided herein.
(b) Any arbitration will be conducted in a location in
the metropolitan area of the party responding to the action by
a three person arbitration panel. The three person arbitration
panel will consist of one party arbitrator selected by the
Company, one party arbitrator selected by the Holder, each of
whom will be named within ten business days of the demand for
arbitration, and one neutral arbitrator selected by the first
two arbitrators. If the two party appointed arbitrators cannot
agree on the neutral arbitrator within ten business days of
the selection of the last party appointed arbitrator, the
American Arbitration Association will appoint the neutral
arbitrator, who will act as chairperson. In the event of a
vacancy with respect to an arbitrator, the vacancy will be
filled within ten business days of notice of the vacancy in
the same manner and subject to the same requirements as are
provided for in the original appointment to that position. If
the vacancy is not filled within ten business days, the
American Arbitration Association will make the appointment.
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It is the intent of the parties to avoid the appearance
of impropriety due to bias or partiality on the part of the
neutral arbitrator. Accordingly, prior to his or her
appointment, such neutral arbitrator will disclose to the
parties and the other members of the tribunal, any financial,
fiduciary, kinship or other relationship between the neutral
arbitrator and any party or its counsel. Any party will have
the right to challenge in writing the appointment of the
neutral arbitrator on the basis of and within five days of
such disclosure. In the event of a challenge, the American
Arbitration Association will uphold or dismiss the challenge
and its decision will be conclusive.
(c) The law applicable to the validity of the
arbitration clause, the conduct of the arbitration, including
the resort to a court for interim relief, enforcement of the
award or any other question of arbitration law or procedure
will be the United States' Federal Arbitration Act, 9 U.S.C.
ss. 1 et seq. The parties shall be entitled to engage in
reasonable discovery including requests for the production of
all relevant documents and a reasonable number of depositions.
The arbitration panel shall have the sole discretion to
determine the reasonableness of any requested document
production or deposition. It is the intent of the parties that
a substantive hearing be held as soon as practicable after the
appointment of the neutral arbitrator or the rejection of a
challenge thereto, whichever occurs later. The presentation of
evidence will be governed by the federal Rules of Evidence. A
stenographic record of all witness testimony will be made.
(d) Any award, including any interim award, made will be
made by a majority of the arbitrators applying the substantive
law of California and will (i) be in writing and state the
arbitration panel's findings of fact and conclusions of law,
(ii) be made promptly, and in any event within 60 days after
the conclusion of the arbitration hearing; and (iii) be
binding against the parties involved and may be entered for
enforcement in any court of competent jurisdiction.
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(e) Fifty percent of the costs of any arbitration
proceeding (e.g., arbitrators, court reporter and room rental
fees) will be borne by the Company with the remaining 50% to
paid by the other party to the dispute. However, each party
will pay its own expense, including attorneys' and other
professionals' fees and disbursements.
(f) The arbitration provision set forth in this Section
5(b)(ii) will be a complete defense to any suit, action or
proceeding instituted in any court with respect to any matter
arbitrable under this Warrant, except that judicial
intervention may be sought in accordance with Section
5(b)(iii) hereof.
(iii) No Waivers; Interim Relief. The parties mutually
acknowledge that an award of damages may be inadequate to remedy any
breach hereof and that injunctive relief may be required. Therefore,
(i) a party may request a court of competent jurisdiction to provide
interim injunctive relief in aid of arbitration or to prevent a
violation of this Warrant pending arbitration, and any such request
will not be deemed a waiver or breach of the obligations to
arbitrate set forth herein and (ii) the arbitrators may order
equitable relief where they deem it appropriate and the parties
agree that any interim relief ordered by the arbitrators may be
immediately and specifically enforced by a court otherwise having
jurisdiction over the parties.
(c) Successors and Assigns. Subject to the restrictions on transfer
described in Section 3, the rights and obligations of the Company and
Holder of this Warrant shall be binding upon and benefit the successors,
assigns, heirs, administrators and transferees of the parties.
(d) Waiver and Amendment. Any provision of this Warrant may be
amended, waived or modified upon the written consent of the Company and
the Holder.
(e) Notices. All notices and other communications required or
permitted hereunder will be in writing and will be sent by telecopier or
mailed by first-class mail, postage prepaid, or delivered either by hand
or by messenger, addressed (a) if to the Holder, at the address indicated
on the Company's books, or at such other address and telecopier number as
Holder will have furnished to the Company in writing, or (b) if to the
Company, at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attn: General Counsel, or at such other address and telecopier number as
the Company will have furnished to the Holder and each such other holder
in writing.
Each such notice or other communication will for all purposes of
this Agreement be treated as effective or having been given when delivered
if delivered personally or by messenger, or, if sent by mail, at the
earlier of its receipt or 72 hours after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail
addressed and mailed as aforesaid.
(f) Severability. In case any provision of this Warrant will be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected
or impaired thereby.
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(g) Lost Warrant. Upon receipt from the Holder of written notice or
other evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of the Warrant and, in the case of any such
loss, theft or destruction, upon receipt of an unsecured indemnity
agreement and an affidavit of lost warrant, or in the case of any such
mutilation upon surrender and cancellation of the Warrant, the Company, at
the Company's expense, will make and deliver a new Warrant in lieu of the
lost, stolen, destroyed or mutilated Warrant carrying the same rights and
obligations as the original Warrant. The Company will also pay the cost of
all deliveries of the Warrant upon any exchange thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of the date first written above.
UNIPRO FINANCIAL SERVICES, INC.
a Florida corporation
By:
▇▇▇▇ ▇▇▇▇▇
President and Chief Executive Officer
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EXHIBIT A
NOTICE OF CASH EXERCISE
TO: [_________]
1. The undersigned hereby elects to purchase ____________ shares of Common
Stock of Unipro Financial Services, Inc., a [_______] corporation (the
"Company"), pursuant to the terms of Warrant No. [____], issued [________] to
and in the name of [__________________], a copy of which is attached hereto (the
"Warrant"), and tenders herewith full payment of the aggregate Exercise Price
for such shares in accordance with the terms of the Warrant.
2. Please issue a certificate or certificates representing said shares of
____________ Stock in such name or names as specified below:
.................................. .................................
(Name) (Name)
.................................. .................................
.................................. .................................
(Address) (Address)
3. The undersigned hereby represents and warrants that the aforesaid
shares of stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares. The undersigned has executed an
Investment Representation Statement with certain representations and warranties,
in the form attached as Exhibit B to the Warrant, concurrently herewith.
Date: _________ [_________________]
By: ............................
(Signature must conform in
all respects to name of the
Holder as set forth on the
face of the Warrant)
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EXHIBIT B
INVESTMENT REPRESENTATION STATEMENT
PURCHASER : [____________________]
SELLER : [____________________]
COMPANY : Unipro Financial Services, Inc.
SECURITY : COMMON STOCK ISSUED UPON THE EXERCISE OF WARRANT NO.
[___], ISSUED ON [___________]
AMOUNT : [_______] SHARES
DATE : ________________________
The undersigned hereby represents and warrants to Unipro Financial
Services, Inc., a [___________] corporation (the "Company"), as follows:
1. I am aware of the business affairs, financial condition and results of
operations of the Company and have acquired sufficient information about the
Company to reach an informed and knowledgeable investment decision to acquire
the Securities. I am purchasing the Securities for my own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof for purposes of the Securities Act of 1933, as amended
(the "Securities Act").
2. I understand that the Securities have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of my investment intent
as expressed herein. I understand that, in the view of the Securities and
Exchange Commission (the "Commission"), the statutory basis for such exemption
may be unavailable if my representation was predicated solely upon a present
intention to hold the Securities for the minimum capital gains period specified
under tax statutes, for a deferred sale, for or until an increase or decrease in
the market price of the Securities, or for a period of one year or any other
fixed period in the future.
3. I further understand that the Securities must be held indefinitely
unless subsequently registered under the Securities Act or unless an exemption
from registration is otherwise available. Moreover, I understand that the
Company is under no obligation to register the Securities. In addition, I
understand that the certificate evidencing the Securities will be imprinted with
a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel for
the Company.
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4. I am familiar with the provisions of Rule 144, promulgated under the
Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof, in a non-public offering subject to the satisfaction of certain
conditions.
5. I agree that, if so requested by the Company or any representative of
the underwriters (the "Managing Underwriter") in connection with any
registration of the offering of any securities of the Company under the
Securities Act, I shall not sell or otherwise transfer any of the above listed
Securities or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the "Market Standoff Period") following
the effective date of a registration statement of the Company filed under the
Securities Act. Such restriction shall apply only to the first registration
statement of the Company to become effective under the Securities Act that
includes securities to be sold on behalf of the Company to the public in an
underwritten public offering under the Securities Act. The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period.
6. I further understand that in the event all of the applicable
requirements of Rule 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the Commission has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.
Date: _________ _________________________________
By: ............................
(Signature must conform in all
respects to name of the Holder as
set forth on the face of the
Warrant)
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EXHIBIT C
NOTICE OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________________ the right represented by Warrant No. [___],
issued on [_________] to and in the name of [___________], to purchase 100,000
shares of Common Stock of Unipro Financial Services, Inc., a [________]
corporation (the "Company"), a copy of which is attached hereto (the "Warrant"),
and appoints ______________________________ as attorney-in-fact to transfer such
right on the books of the Company with full power of substitution in the
premises.
Date: _________ _________________________________
By: ............................
(Signature must conform in all
respects to name of the Holder as
set forth on the face of the
Warrant)
.................................
.................................
(Address)
Signed in the presence of:
_________________________________
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EXHIBIT D
INVESTMENT REPRESENTATION STATEMENT
PURCHASER : __________________________
TRANSFEROR : __________________________
COMPANY : Unipro Financial Services, Inc.
SECURITY : Warrant no. [___] issued on [___________]
AMOUNT : __________ SHARES
DATE : ________________________
The undersigned hereby represents and warrants to Unipro Financial
Services, Inc., a [_________] corporation (the "Company"), as follows:
1. I am aware of the business affairs, financial condition and results of
operations of the Company, and have acquired sufficient information about the
Company to reach an informed and knowledgeable investment decision to acquire
the Securities. I am purchasing the Securities for my own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof for purposes of the Securities Act of 1933, as amended
(the "Securities Act").
2. I understand that the Securities have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of my investment intent
as expressed herein. I understand that, in the view of the Securities and
Exchange Commission (the "Commission"), the statutory basis for such exemption
may be unavailable if my representation was predicated solely upon a present
intention to hold the Securities for the minimum capital gains period specified
under tax statutes, for a deferred sale, for or until an increase or decrease in
the market price of the Securities, or for a period of one year or any other
fixed period in the future.
3. I further understand that the Securities must be held indefinitely
unless subsequently registered under the Securities Act or unless an exemption
from registration is otherwise available. Moreover, I understand that the
Company is under no obligation to register the Securities. In addition, I
understand that the certificate evidencing the Securities will be imprinted with
a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel for
the Company.
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4. I am familiar with the provisions of Rule 144, promulgated under the
Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof, in a non-public offering subject to the satisfaction of certain
conditions.
5. I agree that, if so requested by the Company or any representative of
the underwriters (the "Managing Underwriter") in connection with any
registration of the offering of any securities of the Company under the
Securities Act, I shall not sell or otherwise transfer any of the above listed
Securities or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the "Market Standoff Period") following
the effective date of a registration statement of the Company filed under the
Securities Act. Such restriction shall apply only to the first registration
statement of the Company to become effective under the Securities Act that
includes securities to be sold on behalf of the Company to the public in an
underwritten public offering under the Securities Act. The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period.
6. I further understand that in the event all of the applicable
requirements of Rule 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the Commission has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.
Date: _________ By: ...........................
Name: ...........................
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