AGREEMENT FOR
CORPORATE FINANCE SERVICES
THIS AGREEMENT is entered into on this June 3, 1998, between Pacific
Continental Securities Corp., a California corporation, hereinafter,
Pacific, with its principal place of business at 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, and UniView Technologies
Corp. with their principal place of business at 00000 Xxxxx Xxxxxx,
Xxxxxx, XX 00000.
HEREINAFTER, UniView Technologies Corp. and Pacific are collectively
referred to as "Parties" and singularly as "Party."
WHEREAS, Pacific is engaged in performing various corporate finance
services as hereinafter specified;
WHEREAS, UniView Technologies Corp. desires to engage Pacific for
the purpose of arranging financing for its business;
WHEREAS, the Parties desire to set forth the terms and conditions
under which the said services shall be performed;
NOW, THEREFORE, in consideration of these promises and of mutual
covenants herein, the Parties hereto agree as follows:
ARTICLE I - SCOPE OF SERVICES
Pacific agrees to perform for UniView Technologies Corp. any or all
of the corporate finance services set forth below:
1) On a best efforts basis, secure financing from a Qualified
Institutional Buyer(s) (the Investor(s)) to invest up to US$8
million pursuant to Regulation D under the Securities Act of 1933.
2) The financing of up to US$8 million defined in a term sheet
attached hereto as Exhibit A or as otherwise agreed to between
UniView Technologies Corp. and any investor.
The scope of services to be performed shall not be materially different
from or more or less extensive than those referenced above unless such
modifications are reduced to writing and signed by authorized
representatives of UniView Technologies Corp. and Pacific.
ARTICLE II - PERIOD OF PERFORMANCE
The period of performance under this Agreement shall be for a
primary term of seven (7) business days from the date hereof; however,
once the investor(s) has committed, shall be extended until June 24, 1998
to complete a definitive agreement(s).
ARTICLE III - COMPENSATION
As full consideration for the performance of services described
herein, UniView Technologies Corp. shall pay Pacific compensation as
follows:
1) An underwriting fee of 6% of the total amount raised due upon
acceptance of a written commitment and payable upon closing of the
transaction.
2) 200,000 five year warrants at 125% of the average closing bid price
for the five trading days prior to the date of closing the transaction
per traunch.
3) Reimbursement of attorney's fees not to exceed $10,000 upon
completion of the placement to be deducted from the proceeds.
ARTICLE IV - NON-CIRCUMVENTION
UniView Technologies Corp. agrees not to circumvent Pacific with
respect to future private placement investments made into UniView
Technologies Corp. by investors introduced to UniView Technologies Corp.
by Pacific.
ARTICLE V - CONFIDENTIAL INFORMATION
All the UniView Technologies Corp. company information furnished to
Pacific by UniView Technologies Corp. or prepared by Pacific in
connection with this Agreement is confidential and shall be and remain
the property of UniView Technologies Corp., and may not be copied or
otherwise reproduced or used in any way, except in connection with the
services performed under this Agreement, or disclosed to third parties or
used in any manner detrimental to the interests of UniView Technologies
Corp., unless expressly approved by UniView Technologies Corp. in
writing.
ARTICLE VI - ACCURACY OF INFORMATION
UniView Technologies Corp. warrants and represents that, to the best
of its knowledge, all information supplied to Pacific shall be complete,
true and correct and shall not omit to state any material facts necessary
to such information and shall not be misleading. UniView Technologies
Corp. further covenants that it shall remain at all times in material
compliance with State, Federal or other laws to which it may be subject.
All arrangements listed above shall include any of UniView
Technologies Corp.'s affiliates, licenses, franchises, associations, US
subsidiaries, domestic or foreign corporations joint ventures, affiliated
individuals partnerships corporations, trusts, or any such other
individual or entity directly or indirectly related to UniView
Technololgies Corp. which may receive the benefit of the above referenced
services.
ARTICLE VII - REPRESENTATIVE AND NOTICES
Notices provided for hereunder may be served personally to the
UniView Technologies Corp. representative executing this Agreement and
Pacific's representative executing this agreement, at their respective
places of business or by registered mail to the address of each Party
shown on the face hereof.
ARTICLE VIII - ARBITRATION
Any controversy or claim arising out of or relating to this
agreement, or the breach thereof, may be settled by arbitration in the
city of Los Angeles, California, in accordance with the rules of the
American Arbitration Association then in effect. The prevailing party
shall be entitled to costs and attorneys' fees. Such judgment upon the
award rendered therein may be entered in any Court having jurisdiction
thereof.
ARTICLE IX - ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between UniView
Technologies Corp. and Pacific relating to providing financial services.
It shall be binding upon both Parties and their respective successors,
assigns, and executors. It supersedes all prior or contemporaneous
communication, representations or agreements, whether oral or written,
with respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those herein
expressed. No agreement hereafter made between the Parties shall be
binding on either Party unless reduced to writing and signed by an
authorized officer of the Party to be bound thereby.
This Agreement shall in all respects be interpreted and construed and the
rights of the Parties hereto shall be governed by the laws of the State
of California.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their duly authorized officers.
PACIFIC CONTINENTAL SECURITIES
CORPORATION
(a California Corporation)
Date: 6/3/98 By:/s/ Xxxxxxx Xxxxxxxx
Title: President
Date: 6/4/98 UniView Technologies Corp.
(a Texas Corporation)
By:/s/ Xxx Xxxxxx
Title: President
EXHIBIT A
Proposed Term Sheet
uniView Technologies Corp. (NASDAQ): UVEW
(5% Convertible Preferred Private Placement)
Securities:
The Securities shall consist of an aggregate amount of 5% Convertible
Preferred of three year term with mandatory conversion at end of term.
Securities convertible into the common stock of UVEW ("Company") equal to
an amount of up to $8,000,000 in four traunches of $2,000,000 each
separated by three months pursuant to Regulation D under the Securities
Act of 1933.
Investors:
(QIB's) Qualified institutional buyers (domestic U.S. funds with assets
exceeding $100 million) approved by UVEW.
Conversion:
The Investor may, anytime after three (3) months from the date of closing
of the transaction, convert the Preferred shares to common stock of UVEW,
subject to the Anti-dilution paragraph contained herein.
Conversion Price:
The conversion price will equal the lesser of:
1) The Fixed Strike Price (defined below)
or
2) 100% of the average of the five lowest closing prices for 15
consecutive trading days immediately preceding the date of
conversion.
Fixed Strike Price:
A fixed strike shall be set equal to 110% of the average closing price of
the common stock for the 15 trading days immediately preceding the date
of closing.
Dividend:
Annual dividend of 5% payable semiannually in cash or stock at Company's
discretion.
SEC Registration:
The issuer agrees to register all shares of common stock issuable with
the SEC in respect to the Preferred, for the resale. If the shares of
common stock are not registered within three months from closing, Company
shall pay a penalty of 2% per month in cash or stock, at Company's
discretion, for each 30 day period the stock remains unregistered beyond
the initial three month period, up to a maximum penalty of 6%. After
four months, Company must redeem all remaining principal plus 10%
interest.
Antidilution:
Restriction on conversion of no more than 20% of the original purchase
amount in any one month. For example, 20% is convertible in month four,
20% in month five, etc. Each issue fully convertible eight months after
closing.
Redemption Provision:
If Company receives a conversion notice with conversion price less than
the Fixed Strike Price, Company may redeem securities served for
conversion in cash at a price equivalent to the return expected from
conversion into stock or 15% interest, plus any accrued dividends.
Redemption may be in whole or in part.
Placement Fees:
Company shall pay to Pacific Continental Securities Corp. (placement
agent) a fee equal to 6% of the total proceeds raised in cash and 200,000
five-year warrants exercisable at 125% of the average closing market
price for 15 days prior to closing per traunch.
Closing:
Letter of commitment on first traunch shall occur no later than June 16,
1998.
Funding:
Funding of each traunch shall be within two (2) business days of closing,
by wire transfer of
100% of the proceeds less fees into Company designated account.
