Exhibit 4.21
FIRST AMENDMENT TO
UNIVIEW TECHNOLOGIES CORPORATION
SERIES 2002-G CONVERTIBLE PREFERRED STOCK
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uniView Technologies Corporation (the "Company") and Setfield Limited
("Holder") agree to the following modifications ("Amendment") to the
Certificate of Designation of Series 2002-G Convertible Preferred Stock of
uniView Technologies Corporation dated as of March 5, 2002 (the
"Agreement").
STATEMENT OF AGREEMENT
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The terms of the Agreement shall continue to control all aspects of the
transaction contemplated by this Amendment, except as otherwise expressly
modified by this Amendment.
1. Section 7(f) of the Certificate of Designation shall be modified to read
as follows:
"7(f) Redemption Event. In case of (A) any reclassification of the
Common Stock, excluding a reclassification intended primarily to effect
a reduction in par value, (B) any Change of Control Transaction, (C)
any compulsory share exchange pursuant to which the Common Stock is
converted into other securities, cash or property, (D) the Company's
notice to any Holder, including by way of public announcement, at any
time, of its intention, for any reason, not to comply with proper
requests for the conversion of any shares of Preferred Stock into
shares of Common Stock or (E) a breach by the Company of any
representation, warranty, covenant or other term or condition of the
Purchase Agreement, the Registration Rights Agreement, this Certificate
of Designation or any other agreement, document, certificate or other
instrument delivered in connection with the transactions contemplated
thereby or hereby, except to the extent that such breach would not have
a Material Adverse Effect (as defined in Section 2.1(a) of the Purchase
Agreement) and except, in the case of a breach of a covenant which is
curable, only if such breach continues for a period of at least ten
days after the Company knows or reasonably should have known of the
existence of such breach (clauses (A) through (E) above are referred to
as a "Redemption Event"), in the case of (A), (B) and (C), the Holders
shall have the right thereafter to convert the shares of Preferred
Stock for shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock
following such Redemption Event, and the Holders 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 shares
of Preferred Stock could have been converted immediately prior to such
Redemption Event (without taking into account any limitations or
restrictions on the convertibility of the Preferred Stock) would have
been entitled; provided, however, that in the case of a transaction
specified in (B) in which holders of the Company's Common Stock receive
cash, the Holders shall have the right to convert the shares of
Preferred Stock for such number of shares of the surviving company
equal to the amount of cash into which the shares of Preferred Stock
are convertible divided by the fair market value of the shares of the
surviving company on the effective date of the merger; provided,
further, that on and after the date of any Redemption Event, the
Company may elect, at the Company's sole option, either to (A) redeem,
from funds legally available therefor at the time of such redemption,
its shares of Common Stock immediately theretofore acquirable and
receivable upon the conversion of such Holder's Preferred Stock
(without taking into account any limitations or restrictions on the
convertibility of the Preferred Stock) at a price per share equal to
the product of (i) the Average Per Share Market Value immediately
preceding (1) the effective date, the date of the closing, date of
occurrence or the date of the announcement, as the case may be, of the
Redemption Event 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 Conversion Ratio calculated on the
effective date, the date of the closing, date of occurrence or the
date of the announcement, as the case may be or, at the option of the
Holder, on the date of submission of a Redemption Notice, or (B)
convert such Xxxxxx's Preferred Stock pursuant to Section 9. If the
Company elects to redeem the Preferred Stock, the entire redemption
price shall be paid in cash, and the terms of payment of such
redemption price shall be subject to the provisions set forth in
Section 9(b). In the case of (A), (B) and (C), the terms of any such
Redemption Event shall include such terms so as to continue to give to
the Holders the right to receive the securities, cash or property
set forth in this Section 7(f) upon any conversion or redemption
following such Redemption Event. This provision shall similarly
apply to successive Redemption Events.
2. Section 9(a) of the Certificate of Designation shall be modified to
read as follows:
"9. Mandatory Redemption. (a) All outstanding and unconverted
shares of Preferred Stock on June 30, 2004 (the "Redemption Date")
shall be, at the Company's sole option, converted pursuant to
Section 5 or redeemed by the Company pursuant to this Section 9,
from funds legally available therefor at a price per share equal
to the product of (i) the Average Per Share Market Value
immediately preceding (1) the Redemption Date or (2) the date of
payment in full by the Company of the redemption price hereunder,
whichever is greater, and (ii) the Conversion Ratio calculated on
the Redemption Date. Thereafter, all shares of Preferred Stock
shall cease to be outstanding and shall have the status of
authorized but undesignated preferred stock. The entire
redemption price shall be paid in cash."
3. Notwithstanding anything in the Agreement to the contrary, if and when
any provision of the Agreement calls for redemption of the Preferred Stock,
the Company shall have the sole option to redeem pursuant to Section 9 or to
convert pursuant to Section 5 of the Certificate of Designation.
The Agreement is, in all other respects, hereby ratified and affirmed.
This Amendment 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 or by facsimile signature, 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.
Dated as of April 16, 2003.
UNIVIEW TECHNOLOGIES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, CEO
SETFIELD LIMITED
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Director
