EXHIBIT 99.4
SETTLEMENT AND MUTUAL RELEASE AGREEMENT
THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this "Agreement") is dated as
of March 5, 2002, between uniView Technologies Corporation, a Texas
corporation (the "Company"), and Xxxxx Xxxxxxx Partners I, Ltd., as
successor in interest to Xxxxx Xxxxxxx Strategic Growth Fund, Ltd. and Xxxxx
Xxxxxxx Strategic Growth Fund, L.P. (referred to herein as the "Purchaser"),
the Company and the Purchaser being collectively referred to herein as the
"Parties," as shown in Schedule I hereto.
WHEREAS, the Company and the Purchaser are parties to that certain
Securities Purchase Agreement, dated as of the date hereof, pursuant to
which the Parties have agreed to exchange the Company's Series 1999-D1
Preferred Stock for the Company's Series 2002-G Preferred Stock; and
WHEREAS, the Company and the Purchaser wish to memorialize their
agreement to settle and resolve all matters relating in any way to the
Company's Series 1999-D1 Preferred Stock, and to regulate their affairs
consistent with their intent.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, together with the surrender by the Purchaser to
the Company of the Company's Series 1999-D1 Preferred Stock and the issuance
and delivery by the Company to the Purchaser of the Company's Series 2002-G
Preferred Stock, the receipt, actuality, and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Release. The Parties to this Agreement, on behalf of
themselves, their predecessors, successors, affiliates, subsidiaries,
parents, attorneys, agents, employees, officers, directors, and
shareholders, mutually agree to release, discharge, forget, and forever hold
the other Parties, and their respective predecessors, successors,
affiliates, subsidiaries, parents, attorneys, agents, employees, officers,
directors, and shareholders, harmless from any and all claims, demands,
controversies, disputes, causes of action, suits, losses, damages, costs,
attorney's fees, liabilities, dividends, debts, and expenses of whatever
kind, and obligations of any nature whatsoever, in law or equity, fixed or
contingent, liquidated or unliquidated, whether or not heretofore asserted,
which they ever had, now have or may hereafter have ("Claims"), arising out
of or in any way connected with the Company's Series 1999-D1 Preferred
Stock, except for the issuance of the Company's Series 2002-G Preferred
Stock, or in any way connected with any business relationships between the
Parties, it being intended to release all Claims of any kind which the
Parties might have against the others existing from the beginning of time to
the date of this Agreement. The Parties recognize that there may be Claims
arising out of the transaction or business relationships described in this
Agreement that are unknown to the Parties at the time of execution of this
Agreement, or that may arise in the future. However, the Parties have
executed this Agreement in full knowledge of the possibility of additional
Claims, and intend this Agreement to settle and finally dispose of all such
Claims arising out of the described transaction or the business
relationships between the Parties, whether known or unknown. The Parties
expressly waive the benefits of any applicable ordinance, regulation, law or
statute, if any, which may provide that a general release does not extend to
Claims which are unknown or suspected to exist at the time of executing the
release, which if known must have materially affected the settlement and
release, and agree as a further consideration and inducement for this
Agreement, that it shall apply to all unknown and unanticipated Claims,
losses or damages which could hereafter be claimed by the Parties as well as
to those known by the Parties. Notwithstanding the foregoing, the
provisions of this Section 1 shall not apply to the Series 2002-G Preferred
Stock or any Claims arising therefrom.
2. Corporate Authority. The signatories hereto certify the
right, power and authority of the respective corporate entities to enter
into and be bound by the terms of this Agreement.
3. Enforceability. The Parties agree and stipulate that this
Agreement is enforceable and is not subject to revocation.
4. Entire Agreement. This Agreement, together with the
Securities Purchase Agreement, the Certificate of Designation, and the
Registration Rights Agreement by and among the Parties and dated as of the
date hereof, contain the entire understanding of the Parties with respect to
the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters.
5. Headings. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
6. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
New York without regard to the principles of conflicts of law thereof. Each
party hereby irrevocably submits to the nonexclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY
7. Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood
that both Parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission, such signature shall
create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect
as if such facsimile signature page were an original thereof.
8. Severability. In case any one or more of the provisions of
this Agreement shall be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this
Agreement shall not in any way be affected or impaired thereby and the
Parties will attempt to agree upon a valid and enforceable provision which
shall be a reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Agreement.
9. Further Assurances. Each Party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other Party may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
IN WITNESS WHEREOF, the Parties hereto have caused this Settlement
and Mutual Release Agreement to be duly executed by their respective
authorized persons as of the date first indicated above.
UNIVIEW TECHNOLOGIES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
XXXXX XXXXXXX PARTNERS I, LTD.,
successor in interest to Xxxxx Xxxxxxx
Strategic Growth Fund, Ltd. and Xxxxx Xxxxxxx
Strategic Growth Fund, L.P.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-fact
SCHEDULE I
Company
uniView Technologies Corporation
00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Purchaser:
Xxxxx Xxxxxxx Partners I, Ltd.,
successor in interest to Xxxxx Xxxxxxx Strategic Growth Fund, Ltd. and Xxxxx
Xxxxxxx Strategic Growth Fund, L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
