REGISTRATION RIGHTS AGREEMENT
SERIES Q, CLASS A PREFERRED STOCK
REGISTRATION RIGHTS AGREEMENT, dated as the date shown hereinbelow
by and among uniView Technologies Corporation, a Texas corporation (the
"Company"), and the purchasers named on the signature pages hereto (the
"Purchasers").
PRELIMINARY STATEMENT
Pursuant to the Purchase Agreement (as defined below), the
Purchasers have agreed to purchase the Series Q, Class A Preference
Shares (as defined in the Purchase Agreement, "Class A Preferred Stock")
on the condition, among others, that the Company grant the registration
rights set forth in this Agreement.
ACCORDINGLY, to induce the Purchasers to purchase the Class A
Preferred Stock and in consideration of the mutual representations and
agreements set forth in this Agreement, the Company and the Purchasers,
intending to be legally bound, now agree as follows:
STATEMENT OF AGREEMENT
SECTION 1. DEFINITIONS.
1.1 Certain Definitions. As used in this Agreement, the following
terms shall have the following meanings:
"Affiliate" means any entity controlling, controlled by or under
common control with a designated Person. For the purposes of this
definition, "control" shall have the meaning specified as of the date of
this Agreement for that word in Rule 405 promulgated by the SEC under the
Securities Act.
"Equity Security" shall mean any stock or similar security,
including without limitation securities containing equity features and
securities containing profit participation features, or any security
convertible or exchangeable, with or without consideration, into or for
any stock or similar security, or any security carrying any warrant or
right to subscribe to or purchase any stock or similar security, or any
such warrant or right.
"Purchase Agreement" shall mean the Securities Subscription
Agreement dated as of June 5, 1998 among the Company and the Purchasers.
"Registrable Securities" shall mean (i) the Common Stock issuable
upon conversion of the Class A Preferred Stock, and any Common Stock
issued with respect to the Common Stock described above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization.
"Rule 144" means Rule 144 promulgated by the SEC under the Exchange
Act, as such rule may be amended from time to time, or any successor rule
thereto.
1.2 Incorporated Definitions. Capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings set
forth in the Purchase Agreement.
SECTION 2. REGISTRATION.
2.1 The Company shall be required, at the Company's expense, to
effect the registration of twice the number of the Underlying Shares
issuable on the Closing Date upon conversion of the Class A Preferred
Stock under the Act and relevant Blue Sky laws. The Company and the
Purchaser shall cooperate in good faith in connection with the furnishing
of information required for such registration and the taking of such
other actions as may be legally or commercially necessary in order to
effect such registration. The Company shall file a registration statement
on or before June 26, 1998, and shall use its best efforts to cause such
registration statement to become effective as soon as practicable
thereafter. Such best efforts shall include, but not be limited to,
promptly responding to all comments received from the staff of the
Securities and Exchange Commission with respect to such registration
statement and promptly preparing and filing amendments to such
registration statement which are responsive to the comments received from
the staff of the Securities and Exchange Commission. Once declared
effective by the Securities and Exchange Commission the Company shall
cause such registration statement to remain effective until the earlier
of (i) the sale by the Purchaser of all Underlying Shares registered or
(ii) one year after the effective date of such registration statement.
In the event the registration statement is not declared effective within
90 days after the date of filing, at Purchaser's option, either (i) the
current Twenty-five percent (25%) discount provided in the Conversion
Price shall increase by three percent (3%) and such discount shall
continue to increase by two percent (2%) for each thirty (30) day period
thereafter until the registration statement is declared effective by the
SEC, or until the discount reached is thirty-five percent (35%), and
additional Common Stock shall be issued to the Purchaser upon conversion
in accordance with such additional discounts, or (ii) Purchaser may
convert any whole number of shares of Series Q Class A Preferred Stock
into Common Shares of the Corporation pursuant to Regulation S, provided
that Purchaser demonstrates to the Corporation's reasonable satisfaction
that Purchaser is qualified at all relevant times as an investor under
Regulation S.
2.2 Method of Distribution. The Purchasers shall determine the
method of distribution of the Registrable Securities so included.
2.3 Registration Statement Form. Registrations under this
Section 2 shall be on such appropriate registration form of the SEC (i)
as shall be selected by the Company and as shall be reasonably acceptable
to the Purchasers, and (ii) as shall permit the disposition of such
Registrable Securities in accordance with the method or methods of
disposition selected pursuant to Section 2.2 hereof.
2.4 Expenses. Except as otherwise provided in this Section 2.4,
all expenses incurred in connection with the effective registration
pursuant to this Section 2 (excluding underwriting discounts and
commissions applicable to Registrable Securities and any expenses of
counsel to the Purchasers), including, without limitation, in each case,
all registration, filing and NASD fees; all fees and expenses of
complying with securities or blue sky laws; all word processing,
duplicating and printing expenses, messenger, delivery and shipping
expenses; fees and disbursements of the accountants and counsel for the
Company including the expenses of any special audits or "cold comfort"
letters or opinions required by or incident to such registrations; and
any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, but excluding underwriting discounts and
commissions, if any, shall be borne by the Company. In all cases, the
Purchasers shall pay the underwriting discounts and commissions
applicable to the securities sold by the Purchasers.
2.5 Effective Registration Statement. A registration requested
pursuant to this Section 2 shall not be deemed to have been effected (i)
unless a registration statement with respect thereto has become effective
(unless a substantial cause of the failure of such registration statement
to become effective shall be attributable to the Purchasers), (ii) if
after it has become effective, such registration is interfered with by
any stop order, injunction or other order or requirement of the SEC or
other governmental agency or court for any reason, resulting in a failure
to consummate the offering of Registrable Securities offered thereby,
(iii) if after a registration statement with respect thereto has become
effective, the offering of Registrable Securities offered thereby is not
consummated due to factors beyond the control of the Purchasers, other
than the fact that the underwriters have advised the Purchasers that the
Registrable Securities cannot be sold at a net price equal to or above
the net price anticipated at the time of filing of the preliminary
prospectus, or (iv) if the conditions to closing specified in the
purchase agreement or underwriting agreement entered into in connection
with such registration are not satisfied (unless a substantial cause of
such conditions to closing not being satisfied shall be attributable to
the Purchasers).
2.6 Selection of Underwriters. If a registration pursuant to this
Section 2 involves an underwritten offering, the underwriter or
underwriters thereof shall be selected by the Company with the approval
of the Purchasers, which approval shall not be unreasonably withheld.
SECTION 3. REGISTRATION PROCEDURES.
3.1 Procedures. If and whenever the Company is required to use
reasonable efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Section 2 hereof, the
Company will, subject to the limitations provided herein, as
expeditiously as possible:
(a) prepare and file with the SEC the requisite registration
statement to effect such registration, and thereafter, use
reasonable efforts to cause such registration statement to become
effective; provided that the Company may discontinue any
registration of its securities which are not Registrable Securities
(and, under the circumstances specified in Section 3.1 hereof, its
securities which are Registrable Securities) at any time prior to
the effective date of the registration statement relating thereto;
(b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions
of the Securities Act with respect to the disposition of all
securities covered by such registration statement until such time as
all of such securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof set
forth in such registration statement; provided, however, that the
Company shall not in any event be required to keep the registration
statement effective for a period of more than twelve months after
such registration statement becomes effective; and provided further
that the Company may, at any time, delay the filing or suspend the
effectiveness of any registration under this Agreement, or without
suspending such effectiveness, instruct the Purchasers not to sell
any Registrable Securities included in any such registration, (i) if
the Company shall have determined upon the advice of counsel that
the Company would be required to disclose any actions taken or
proposed to be taken by the Company in good faith and for valid
business reasons, including without limitation, the acquisition or
divestiture of assets, which disclosure would have a material
adverse effect on the Company or on such actions, or (ii) if
required by law, to update the prospectus relating to any such
registration to include updated financial statements (a "Suspension
Period") by providing the Purchasers with written notice of such
Suspension Period and the reasons therefor; provided, however, that
the Company will not be required to disclose such reasons with
particularity if an authorized executive officer of the Company
certifies that the Company believes it is required by law to delay
the filing or suspend the effectiveness of any such registration.
In addition, the Company shall not be required to keep any
registration effective, or may without suspending such
effectiveness, instruct the Purchasers if it has Registrable
Securities included in such registration not to sell such
securities, during any period which the Company is instructed,
directed, ordered or otherwise requested by any governmental agency
or self-regulatory organization to stop or suspend such trading or
sales ("Supplemental Extension Period"). In the event of a
Suspension Period or Supplemental Extension Period, the period
during which any registration under this Agreement is to remain
effective pursuant to this Section 3.1(b) shall be tolled until the
end of any such Suspension Period or Supplemental Extension Period.
The Company will use reasonable efforts to restrict any Suspension
Period or Supplemental Extension Period to less than 30 days and not
to exceed two, twenty-day periods within a twelve month period;
(c) furnish to the Purchasers such number of conformed copies
of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such registration
statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, and such other documents, as the Purchasers may
reasonably request;
(d) use its reasonable efforts to cause all Registrable
Securities covered by such registration statement to be registered
with or approved by such other United States Federal or state
governmental agencies or authorities as may be necessary to enable
the Purchasers to consummate the disposition of such Registrable
Securities;
(e) notify the Purchasers, if Registrable Securities are
covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any
event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which
they were made, and at the request of the Purchasers prepare and
furnish to the Purchasers a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were
made.
(f) otherwise use reasonable efforts to comply with all
applicable rules and regulations of the SEC and make available to
its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve months beginning
with the first full calendar month after the effective date of such
registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act;
(g) provide and cause to be maintained a transfer agent for
all Registrable Securities covered by such registration statement
from and after a date not later than the effective date of such
registration statement; and
(h) use its reasonable efforts to list all Registrable
Securities covered by such registration statement on any securities
exchange on which any of the Company's Common Stock is then listed.
3.2 Information Requirements. It shall be a condition precedent to
the obligations of the Company to take any action with respect to
registering the Purchasers' Registrable Securities pursuant to this
Section 3 that the Purchasers, furnish the Company in writing such
information regarding the Purchasers, the Registrable Securities and
other securities of the Company held by the Purchasers, and the
distribution of such securities as the Company may from time to time
reasonably request in writing. If a Purchaser refuses to provide the
Company with any of such information on the grounds that it is not
necessary to include such information in the registration statement, the
Company may exclude the Purchaser's Registrable Securities from the
registration statement unless such Purchaser provides the Company with an
opinion of counsel to the effect that such information need not be
included in the registration statement.
The Purchasers agree by acquisition of such Registrable Securities
that upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3.1(e), the Purchasers will
forthwith discontinue the Purchasers' disposition of Registrable
Securities pursuant to the registration statement relating to such
Registrable Securities until the Purchasers' receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3.1(e) and, if
so directed by the Company, will deliver to the Company copies, other
than permanent file copies then in the Purchasers' possession, of the
prospectus relating to such Registrable Securities current at the time of
receipt of such notice.
SECTION 4. UNDERWRITTEN OFFERINGS.
If requested by the underwriters for any underwritten offering of
Registrable Securities pursuant to a registration under Section 2 hereof,
the Company will enter into an underwriting agreement with such
underwriters for such offering, such agreement to be satisfactory in
substance and form to the Purchasers and the underwriters and to contain
such representations and warranties by the Company and such other terms
as are generally prevailing in agreements of this type, including,
without limitation, indemnities to the effect and to the extent provided
in Section 6 hereof. The Purchasers will cooperate with the Company in
the negotiation of the underwriting agreement and will give consideration
to the reasonable requests of the Company regarding the form thereof,
provided that nothing herein contained shall diminish the foregoing
obligations of the Company. The Purchasers shall not be required to make
any representations, warranties or agreements with the Company other than
representations, warranties or agreements regarding the Purchasers,
Purchasers' Registrable Securities and other securities of the Company,
the Purchasers' intended method of distribution, and any representations,
warranties or agreements required by law.
SECTION 5. PREPARATION.
In connection with the preparation and filing of the registration
statement under the Securities Act pursuant to this Agreement, and
subject to the rights and obligations of the Company under the Securities
Act and other applicable laws, the Purchasers shall have the right to
review and approve those portions of such registration statement that
directly pertain to the Purchasers.
SECTION 6. INDEMNIFICATION.
6.1 Indemnification by the Company. In the event any Registrable
Securities are included in a registration statement under this Agreement,
to the extent permitted by law, the Company will, and hereby does,
indemnify and hold harmless each Purchaser, its directors and officers,
each other Person who participates as an underwriter in the offering or
sale of such securities and each other Person, if any, who controls each
Purchaser or any such underwriter within the meaning of the Securities
Act, against any losses, damages or liabilities, joint or several, to
which each Purchaser or any such director or officer or underwriter or
controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, damages or liabilities arise out of or
are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or
any amendment or supplement thereto or any other document prepared in
connection therewith, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Company will
reimburse the Purchasers and each such director, officer, underwriter and
controlling person for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, liability, action or proceeding; provided that the Company shall
not be liable in any such case to the extent that any such loss, damage,
liability or expense arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by
the Purchasers, and provided further that the Company shall not be liable
to any Person who participates as an underwriter in the offering or sale
of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to
the extent that any such loss, damage, liability or expense arises out of
such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended to the Person asserting an
untrue statement or alleged untrue statement or omission or alleged
omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus and such delivery would have mitigated
liability. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Purchasers or
any such director, officer, underwriter or controlling person and shall
survive the transfer of such securities by such seller.
6.2 Indemnification by the Purchasers. The Company may require, as
a condition to including any Registrable Securities in any registration
statement filed pursuant to Section 3 hereof, that the Company shall have
received an undertaking reasonably satisfactory to it from each Purchaser
to indemnify and hold harmless (in the same manner and to the same extent
as set forth in subdivision 6.1 of this Section 6) each underwriter, each
Person who controls such underwriter within the meaning of the Securities
Act, the Company, each director of the Company, each officer of the
Company and each other Person, if any, who controls the Company within
the meaning of the Securities Act, with respect to any statement or
alleged statement in such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or
any amendment or supplement thereto, if such statement or alleged
statement was made in reliance upon and in strict conformity with written
information furnished to the Company by the Purchasers expressly for use
in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or
supplement; provided that the Purchasers shall not be liable to any
Person who participates as an underwriter in the offering or sale of
Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to
the extent that any such loss, damage, liability or expense arises out of
such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the Person asserting an
untrue statement or alleged untrue statement at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement was corrected in such final prospectus. Such indemnity shall
remain in full force and effect regardless of any investigation made by
or on behalf of any underwriter, the Company or any such director,
officer or controlling Person and shall survive the transfer of such
securities by such seller.
6.3 Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in Sections 6.1 and 6.2, such
indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action; provided that the failure of any indemnified
party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of
this Section 6, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist in respect of such
claim, the indemnifying party shall be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel
reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without
the consent of the indemnified party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.
6.4 Indemnification Payments. The indemnification required by this
Section 6 shall be made by periodic advancements of the amount thereof as
and when loss, damage or liability is incurred and evidence of an
indemnifiable expense is presented to the indemnifying party.
6.5 Contribution. If the indemnification provided for in this
Section 6 from the indemnifying party is unavailable to an indemnified
party hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such loss, damages,
liabilities or expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue statement of
material fact or omission or alleged omission to state a material fact,
has been made by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result
of the losses, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 6.3
hereof, any legal or other fees or expenses reasonably incurred by such
party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6.6 were determined by pro rata
allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 6.6
no underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Registrable Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.
If indemnification is available under this Section 6, the
indemnifying parties shall indemnify each indemnified party to the full
extent provided in Section 6.1 through Section 6.5 hereof without regard
to the relative fault of said indemnifying party or indemnified party or
any other equitable consideration provided for in this Section 6.6.
SECTION 7. REPORTING REQUIREMENTS UNDER EXCHANGE ACT.
The Company shall use its best efforts to keep effective the
registration of its Common Stock under Section 12 of the Exchange Act and
shall timely file such information, documents and reports as the SEC may
require or prescribe under Section 13 of the Exchange Act. The Company
shall timely file such information, documents and reports which a
corporation, partnership or other entity subject to Section 13 or 15(d)
(whichever is applicable) of the Exchange Act is required to file.
So long as the Company is subject to the reporting requirements of
either Section 13 or 15(d) of the Exchange Act, the Company shall
forthwith upon request furnish the Purchasers (i) a written statement by
the Company that it has complied with such reporting requirements, (ii) a
copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents filed by the Company with the SEC
as the Purchasers may reasonably request in availing itself of an
exemption for the sale of Registrable Securities without registration
under the Securities Act. The Company acknowledges and agrees that the
purpose of the requirements contained in this Section 7 are to enable the
Purchasers to comply with the current public information requirement
contained in Paragraph (c) of Rule 144 under the Securities Act should
the Purchasers ever wish to dispose of any of the Securities of the
Company acquired by it without registration under the Securities Act in
reliance upon Rule 144 (or any other similar exemptive provision). In
addition, the Company shall take such other measures and file such other
information, documents and reports, as shall hereafter be required by the
SEC as a condition to the availability of Rule 144 under the Securities
Act (or any similar exemptive provision hereafter in effect).
SECTION 8. SHAREHOLDER INFORMATION.
The Company may require the Purchasers to furnish the Company such
information in writing with respect to the Purchasers and the
distribution of its Registrable Securities as the Company may from time
to time reasonably request in writing and as shall be required by law or
by the SEC in connection therewith.
SECTION 9. FORMS.
All references in this Agreement to particular forms of registration
statements are intended to include, and shall be deemed to include,
references to all successor forms which are intended to replace, or to
apply to similar transactions as, the forms herein referenced.
SECTION 10. TRANSFER OF REGISTRATION RIGHTS.
The registration rights granted to the Purchasers under this
Agreement may not be transferred without the prior written consent of the
Company.
SECTION 11. AMENDMENT.
This Agreement may be amended only by a written agreement signed by
the Company and the Purchasers.
SECTION 12. NOTICES.
All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be delivered, or mailed
first-class postage prepaid, registered or certified mail,
(a) If to a Purchaser at its respective address as shown on
the books of the Company, or at such other address as such Purchaser
may specify by written notice to the Company, or
(b) If to the Company at 00000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx
00000, Attention: Chief Executive Officer; or at such other address
as the Company may specify by written notice to the Purchaser,
and such notices and other communications shall for all purposes of this
Agreement be treated as being effective or having been given if delivered
personally, or, if sent by mail, when received.
SECTION 13. COUNTERPARTS.
This Agreement may be executed concurrently in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 14. CHOICE OF LAW and VENUE.
This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Delaware. Each of the parties consents to
the jurisdiction of the federal courts whose districts encompass any part
of the City of New York or the City of Dallas, or the state courts of the
State of New York sitting in the City of New York, or the state courts of
the State of Texas sitting in the City of Dallas in connection with any
dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on
forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.
SECTION 15. SEVERABILITY.
Should any one or more of the provisions of this Agreement or any
agreement entered into pursuant to this Agreement be determined to be
illegal or unenforceable, all other provisions of this Agreement and of
each other agreement entered into pursuant to this Agreement, shall be
given effect separately from the provision or provisions determined to be
illegal or unenforceable and shall not be affected thereby.
SECTION 16. WHOLE AGREEMENT.
This Agreement, along with an Escrow Agreement, and a Securities
Subscription Agreement (including all attachments) of even date herewith,
constitutes the complete agreement and understanding by and among the
parties hereto and shall supersede any prior understanding, agreement or
representation by or among the parties, whether written or oral, related
to the subject matter of this transaction. A facsimile transmission of
this signed Agreement shall be legal and binding on all parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives effective as of June
5, 1998.
UNIVIEW TECHNOLOGIES CORPORATION
By:
Xxxxxxx X. Xxxxxx
President and CEO
PURCHASERS: ___________________________
__________________________________________
Print Name: ___________________________
__________________________________________
Print Name: ___________________________
