THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. NEITHER
THIS WARRANT NOR ANY OF SUCH SHARES MAY BE OFFERED, SOLD,
ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF REGISTRATION UNDER SAID ACT AND UNDER APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM SUCH
REGISTRATION
January 26, 1999 Warrant No. 1999-B.____
UNIVIEW TECHNOLOGIES CORPORATION
STOCK PURCHASE WARRANT
Registered Owner:
This certifies that, for value received, uniView Technologies
Corporation, a Texas corporation, the ("Company") grants the following
rights to the Registered Owner, or assigns, of this Warrant:
(a) Issue. Upon tender (as defined in section (e) hereof) to the
Company, the Company shall issue to the Registered Owner, or assigns, up
to the number of shares specified in paragraph (b) hereof of fully paid
and nonassessable shares of Common Stock that the Registered Owner, or
assigns, is otherwise entitled to purchase.
(b) Number of Shares. The total number of shares of Common Stock
that the Registered Owner, or assigns, of this Warrant is entitled to
receive upon exercise of this Warrant is ____________ shares, subject to
adjustment from time to time as set forth in paragraph (f) below. The
Company shall at all times reserve and hold available sufficient shares
of Common Stock to satisfy all conversion and purchase rights represented
by outstanding convertible securities, options and warrants, including
this Warrant. The Company covenants and agrees that all shares of Common
Stock that may be issued upon the exercise of this Warrant shall, upon
issuance, be duly and validly issued, fully paid and nonassessable, and
free from all taxes, liens and charges with respect to the purchase and
the issuance of the shares.
(c) Exercise Price. The exercise price of this Warrant, the price
at which the shares of stock purchasable upon exercise of this Warrant
may be purchased, is $1.00 per share, subject to adjustment from time to
time pursuant to the provisions of paragraph (f) below (the "Exercise
Price").
(d) Exercise Period. This Warrant may only be exercised beginning
on January 26, 1999 and up to and including January 26, 2002 three years
after the date of the Warrant, less one day. If not exercised during
this period, this Warrant and all rights granted under this Warrant shall
expire and lapse.
(e) Tender. This Warrant may be exercised, in whole or in part, by
actual delivery of (i) the Exercise Price in cash, (ii) a duly executed
Warrant Exercise Form, a copy of which is attached to this Warrant as
Exhibit A, properly executed by the Registered Owner, or assigns, of this
Warrant, and (iii) by surrender of this Warrant. The payment and Warrant
Exercise Form must be delivered, personally or by mail, to the registered
office of the Company. Documents sent by mail shall be deemed to be
delivered when they are received by the Company.
(f) Adjustment of Exercise Price.
(i) If the Company, at any time while this Warrant is
outstanding, (a) shall pay a stock dividend on its Common Stock, (b)
subdivide outstanding shares of Common Stock into a larger number of
shares, (c) combine outstanding shares of Common Stock into a smaller
number of shares, or (d) issue by reclassification of shares of Common
Stock any shares of capital stock of the Company, the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event and of which the denominator shall be the
number of shares of Common Stock outstanding after such event. Any
adjustment made pursuant to this paragraph (f)(i) shall become effective
immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, combination or re-classification.
(ii) If the Company, at any time while this Warrant is
outstanding, shall issue rights or warrants to all holders of Common
Stock entitling them to subscribe for or purchase shares of Common Stock
at a price per share less than the Per Share Market Value (as defined
below) of Common Stock at the record date mentioned below, the Exercise
Price shall be multiplied by a fraction, of which the denominator shall
be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding on the date of issuance of such rights or warrants plus
the number of additional shares of Common Stock offered for subscription
or purchase, and of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding on the date
of issuance of such rights or warrants plus the number of shares which
the aggregate offering price of the total number of shares so offered
would purchase at such Per Share Market Value. Such adjustment shall be
made whenever such rights or warrants are issued, and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants. However, upon
the expiration of any right or warrant to purchase Common Stock the
issuance of which resulted in an adjustment in the Exercise Price
pursuant to this paragraph (f)(ii), if any such right or warrant shall
expire and shall not have been exercised, the Exercise Price shall
immediately upon such expiration be re-computed and effective immediately
upon such expiration be increased to the price which it would have been
(but reflecting any other adjustments in the Exercise Price made pursuant
to the provisions of section (f) after the issuance of such rights or
warrants) had the adjustment of the Exercise Price made upon the issuance
of such rights or warrants been made on the basis of offering for
subscription or purchase only that number of shares of Common Stock
actually purchased upon the exercise of such rights or warrants actually
exercised.
(iii) If the Company, at any time while this Warrant is
outstanding, shall distribute to all holders of Common Stock evidences of
its indebtedness or assets or rights or warrants to subscribe for or
purchase any security (excluding those referred to in paragraphs (f)(i)
and (ii) above), then in each such case the Exercise Price at which the
Warrant shall thereafter be convertible shall be determined by
multiplying the Exercise Price in effect immediately prior to the record
date fixed for determination of shareholders entitled to receive such
distribution by a fraction of which the denominator shall be the Per
Share Market Value of Common Stock determined as of the record date
mentioned above, and of which the numerator shall be such Per Share
Market Value of the Common Stock on such record date less the then fair
market value at such record date of the portion of such assets or
evidence of indebtedness so distributed applicable to one outstanding
share of Common Stock as determined by the Board of Directors in good
faith; provided, however, that in the event of a distribution exceeding
ten percent of the net assets of the Company, such fair market value
shall be determined by a nationally recognized or major regional
investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Company) (an "Appraiser")
selected in good faith by the holder of the Warrant; and provided,
further, that the Company, after receipt of the determination by such
Appraiser shall have the right to select an additional Appraiser, in good
faith, in which case the fair market value shall be equal to the average
of the determinations by each such Appraiser. In either case the
adjustments shall be described in a statement provided to the holder of
the Warrant of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of Common
Stock. Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date
mentioned above.
(iv) All calculations under this section (f) shall be made to
the nearest cent or the nearest l/l00th of a share, as the case may be.
(v) Whenever the Exercise Price is adjusted pursuant to
paragraphs (f)(i), (ii) or (iii), the Company shall promptly mail to the
holder of the Warrant, a notice setting forth the Exercise Price after
such adjustment and setting forth a brief statement of the facts
requiring such adjustment.
(vi) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person
pursuant to which (i) a majority of the Company's Board of Directors will
not constitute a majority of the board of directors of the surviving
entity or (ii) less than 65% of the outstanding shares of the capital
stock of the surviving entity will be held by the same shareholders of
the Company prior to such reclassification, consolidation or merger, the
sale or transfer of all or substantially all of the assets of the Company
or any compulsory share exchange pursuant to which the Common Stock is
converted into other securities, cash or property, the holder of the
Warrant shall have the right thereafter to convert the Warrant only into
the shares of stock and other securities, cash and property receivable
upon or deemed to be held by holders of Common Stock following such
reclassification, consolidation, merger, sale, transfer or share
exchange, and the holder of the Warrant shall be entitled upon such event
to receive such amount of securities, cash or property as the shares of
the Common Stock of the Company into which the Warrant could have been
converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been entitled;
provided, however, that if such reclassification, consolidation or merger
is approved by the Company's Board of Directors, the holder of the
Warrant shall have the option to require the Company to redeem, from
funds legally available therefor at the time of such redemption, the
Warrant at a price per share equal to the product of (i) the average Per
Share Market Value for the five Trading Days immediately preceding (1)
the effective date, the date of the closing or the date of the
announcement, as the case may be, of the reclassification, consolidation,
merger, sale, transfer or share exchange the triggering such redemption
right or (2) the date of payment in full by the Company of the redemption
price hereunder, whichever is greater, and (ii) the Exercise Price
calculated on the date of the closing or the effective date, as the case
may be, of the reclassification, consolidation, merger, sale, transfer or
share exchange triggering such redemption right, as the case may be. The
entire redemption price shall be paid in cash. The terms of any such
consolidation, merger, sale, transfer or share exchange shall include
such terms so as to continue to give to the holder of the Warrant the
right to receive the securities, cash or property set forth in this
paragraph (f)(vi) upon any conversion or redemption following such
consolidation, merger, sale, transfer or share exchange. This provision
shall similarly apply to successive reclassifications, consolidations,
mergers, sales, transfers or share exchanges.
(vii) If:
A. the Company shall declare a dividend (or any other
distribution) on its Common Stock; or
B. the Company shall declare a special nonrecurring cash
dividend on or a redemption of its Common Stock; or
C. the Company shall authorize the granting to all holders of
the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of
any rights; or
D. the approval of any shareholders of the Company shall be
required in connection with any reclassification of the
Common Stock of the Company, any consolidation or merger
to which the Company is a party, any sale or transfer of
all or substantially all of the assets of the Company, of
any compulsory share of exchange whereby the Common Stock
is converted into other securities, cash or property; or
E. the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of
the Company;
then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of this Warrant, and shall cause
to be mailed to the holder of this Warrant at its address as it shall
appear below, at least 20 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to
become effective or close, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided, however, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice.
The holder of this Warrant is entitled to exercise all or a portion of
this Warrant during the 20-day period commencing the date of such notice
to the effective date of the event triggering such notice.
(g) Per Share Market Value. Per Share Market Value means on any
particular date (i) the closing bid price per share of the Common Stock
on such date on the Nasdaq Stock Market or other registered national
stock exchange on which the Common Stock is then listed or if there is no
such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (ii) if the
Common Stock is not listed then on the Nasdaq Stock Market or any
registered national stock exchange, the closing bid price for a share of
Common Stock in the over-the-counter market, as reported by the Nasdaq
Stock Market or in the National Quotation Bureau Incorporated or similar
organization or agency succeeding to its functions of reporting prices)
at the close of business on such date, or (iii) if the Common Stock is
not then reported by the National Quotation Bureau Incorporated (or
similar organization or agency succeeding to its functions of reporting
prices), then the average of the "Pink Sheet" quotes for the relevant
conversion period, as determined in good faith by the holder, or (d) if
the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Appraiser selected in good
faith by the holder of this Warrant; provided, however, that the Company,
after receipt of the determination by such Appraiser, shall have the
right to select an additional Appraiser, in which case, the fair market
value shall be equal to the average of the determinations by each such
Appraiser; and provided, further that all determinations of the Per Share
Market Value shall be appropriately adjusted for any stock dividends,
stock splits or other similar transactions during such period.
(h) Registration Rights. The Company will undertake the
registration of the Common Stock into which such Warrants are convertible
at such times and upon such terms pursuant to the provisions of the
Registration Rights Agreement dated January 26, 1999 by and among the
Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Growth Fund, L.P. and ▇▇▇▇▇ ▇▇▇▇▇▇▇
Strategic Growth Fund, Ltd.
(i) Notices. All notices or other communications required
hereunder shall be in writing and shall be sent either (i) by courier, or
(ii) by telecopy as well as by registered or certified mail, and shall be
regarded as properly given in the case of a courier upon actual delivery
to the proper place of address; in the case of telecopy, on the day
following the date of transmission if properly addressed and sent without
transmission error to the correct number and receipt is confirmed by
telephone within 48 hours of the transmission; in the case of a letter
for which a telecopy could not be successfully transmitted or receipt of
which could not be confirmed as herein provided, three days after the
registered or certified mailing date if the letter is properly addressed
and postage prepaid; and shall be regarded as properly addressed if sent
to the parties or their representatives at the addresses given below:
To the Company: uniView Technologies Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
To the holder:
or such other address as any of the above may have furnished to the other
parties in writing by registered mail, return receipt requested.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its duly authorized officer as of the date first set forth
above.
UNIVIEW TECHNOLOGIES CORPORATION
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
EXHIBIT A
Warrant Exercise Form
TO: UNIVIEW TECHNOLOGIES CORPORATION
The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _______ shares of Common Stock of uniView Technologies
Corporation, pursuant to Warrant No. 1999-B.___ heretofore issued to
_______________________________ on ________________, 1999; (2) encloses a
payment of $_________________ for these shares at a price of $1.00 per
share (as adjusted pursuant to the provisions of the Warrant); and (3)
requests that a certificate for the shares be issued in the name of the
undersigned and delivered to the undersigned at the address specified
below.
Date:
Investor Name:
Taxpayer Identification
Number:
By:
Printed Name:
Title:
Address:
Note: The above signature should correspond exactly
with the name on the face of this Warrant Certificate
or with the name of assignee appearing in assignment
form below.
AND, if said number of shares shall not be all the shares purchasable
under the within Warrant, a new Warrant Certificate is to be issued in
the name of said undersigned for the balance remaining of the shares
purchasable thereunder less any fraction of a share paid in cash and
delivered to the address stated above.
