The securities purchased hereunder have not been registered under the
Securities Act of 1933, as amended, and may be
offered and sold only if so registered or, in
the opinion of counsel acceptable to
the Company, an exemption from
registration is available.
1999 SECURITIES PURCHASE AGREEMENT
1999 SECURITIES PURCHASE AGREEMENT, dated as of January 26, 1999, by
and among uniView Technologies Corporation, a Texas corporation (the
"Company"), and the purchasers named on the signature pages hereto (the
"Purchasers").
PRELIMINARY STATEMENT
The Company desires to obtain funds by issuing to the Purchasers
convertible promissory notes to purchase common stock, and the Purchasers
have indicated that each desires to purchase such securities, subject to
the terms and conditions set forth in this Agreement.
ACCORDINGLY, in consideration of the preceding preliminary statement
and the mutual agreements, covenants, representations and warranties
contained in this Agreement, the parties hereto, intending to be legally
bound, now agree as follows:
STATEMENT OF AGREEMENT
ARTICLE 1. CERTAIN DEFINITIONS.
"Agreement" means this 1999 Securities Purchase Agreement, by and
among the Company and the Purchasers, as such may be amended,
supplemented, restated or otherwise modified from time to time.
"Business Day" means any day that is not a Saturday or Sunday or, as
the context requires (i) a day on which the applicable stock exchange or
market is required or permitted to be closed, or (ii) a day on which
banks are required or permitted to be closed in Dallas, Texas.
"Closing" and "Closing Date" have the meanings given to such terms
in Section 2.1 of this Agreement.
"Common Stock" means the common stock, par value $0.10 per share, of
the Company.
"Conversion" means the conversion pursuant to the terms of this
Agreement of any principal of or interest on a Note into Common Stock.
"Conversion Price" means $0.625 per share.
"Debentures" means the Note(s) as hereinafter defined.
"Documents" means this Agreement, the Escrow Agreement, and the
Securities, together with all amendments and supplements thereto, all
substitutions and replacements therefor, and all renewals, extensions,
increases, restatements, modifications, rearrangements and waivers
thereof from time to time.
"Event of Default" has the meaning given to such term in Section 8.1
of this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect from time to time.
"Holder" and "Holders" both mean, as the context requires, the
holder or holders of the Notes from time to time under the terms of this
Agreement and the other Documents. As of the Closing Date, the
Purchasers are the only Holders.
"Majority Holders" means the Holders of a two-thirds (2/3) majority
in aggregate principal amount of Notes then outstanding (exclusive of
Notes held by the Company or its subsidiaries).
"Maturity Date" means three (3) years from the Closing Date.
"NASD" means the National Association of Securities Dealers, Inc.,
or any successor thereto.
"Note" and "Notes" both mean, as the context requires, the
convertible promissory notes to be made by the Company payable to the
Purchasers, such Notes being in the aggregate original principal amount
of $1,500,000, together with all amendments and supplements thereto, all
substitutions and replacements therefor, and all renewals, extensions,
increases, restatements, modifications, rearrangements and waivers
thereof from time to time.
"Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint-stock company,
trust, unincorporated organization or government or any agency or
political subdivision thereof.
"Purchase Price" means (i) with respect to each Note, 100% of the
original principal amount of such Note.
"SEC" means the Securities and Exchange Commission of the United
States of America or any successor to the rights and duties thereof.
"Securities" means the Notes and Common Stock into which the Notes
are convertible.
"Securities Act" means the Securities Act of 1933, as amended, or
any successor U.S. Federal statute, and all rules and regulations
thereunder.
ARTICLE 2. ISSUANCE OF SECURITIES.
Section 2.1 Closing. The closing contemplated by this
Agreement (the "Closing") shall take place on January 26, 1999, or on
such other date or at such other time as the issuance of the Securities
and the payment of the Purchase Price therefor shall actually occur (the
"Closing Date"). The Company will deliver to the Escrow Agent for each
Purchaser the Note subscribed for by such Purchaser as noted on the
signature page hereof, each registered in the name of such Purchaser,
against payment of the Purchase Price therefor. At the Closing, the
Purchase Price shall be paid to the Escrow Agent by wire transfer.
ARTICLE 3. PURCHASERS' REPRESENTATIONS AND WARRANTIES.
Each Purchaser hereby represents and warrants (with respect to
itself only) to the Company as follows as of the date hereof and as of
the Closing Date:
Section 3.1 Organization and Powers. Each Purchaser is, if a
business entity, (i) duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation, and
(ii) has the power and authority to execute, deliver and perform the
Documents to which it is a party.
Section 3.2 Authorization. The execution, delivery and
performance by each Purchaser of the Documents to which it is a party
have been duly authorized by each Purchaser by all requisite action
necessary to be taken by it.
Section 3.3 Validity and Binding Nature. The Documents to
which each Purchaser is a party have been duly executed and delivered by
such Purchaser and each is a legal, valid and binding obligation of such
Purchaser, enforceable against such Purchaser in accordance with its
terms.
Section 3.4 Acquisition for Investment. Each Purchaser is
acquiring the Securities (and all securities into which the Securities
are convertible) solely for its own account for the purpose of investment
and not with a view to or for sale in connection with any distribution
thereof, and no Purchaser has a present intention or plan to effect any
distribution of the Securities (or such other securities).
Notwithstanding anything in this Section to the contrary, the disposition
of each Purchaser's property shall be at all times within the control of
each Purchaser and subject to the rights of each Purchaser to dispose of
all or any of the Securities (or such other securities) pursuant to an
effective registration statement under the Securities Act or an exception
available under the Securities Act. Each Purchaser acknowledges that the
Securities (and such other securities) have not been registered under the
Securities Act and may be sold or disposed of in the absence of such
registration only pursuant to an exemption from such registration.
Section 3.5 Accredited Investor; Sophistication. Either
(i) each Purchaser is an "accredited investor" within the meaning of
Rule 501 under the Securities Act or (ii) each Purchaser is able to bear
the economic risk of this investment, at the present time, and is able to
afford a complete loss of such investment. By reason of each Purchaser's
business and financial experience, and the business and financial
experience of those Persons retained to advise each Purchaser with
respect to its investment in the Securities, each Purchaser, together
with such advisors, has such knowledge, sophistication and experience in
business and financial matters that it is capable of evaluating the
merits and risks of the prospective investment.
Section 3.6 No General Solicitation. To each Purchaser's
knowledge, the Securities were not offered to such Purchaser by means of
general solicitations, publicly disseminated advertisements or sales
literature.
Section 3.7 Address. The true and correct address of each
Purchaser's principal place of business is as set forth in this
Agreement. No Purchaser has a present intention of moving its principal
place of business to any other state or jurisdiction.
ARTICLE 4. COMPANY'S REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants to the Purchasers as
follows as of the date hereof and as of the Closing Date:
Section 4.1 Organization and Powers. The Company (i) is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Texas, (ii) has all requisite power and
authority to own its property and assets and to carry on its business as
now conducted and as proposed to be conducted, and (iii) has the power
and authority to execute, deliver and perform the Documents to which it
is a party.
Section 4.2 Authorization. The execution, delivery and
performance by the Company of the Documents to which it is a party
(i) have been duly authorized by the Company by all requisite action
necessary to be taken by it, (ii) will not violate and has not violated
in such a way as to have a material adverse effect on the Company (A) any
provision of law, statute, rule or regulation, (B) any applicable
judgment, writ, injunction, decree or other order of any governmental
authority, or (C) the articles of incorporation or bylaws of the Company,
or any material agreement to which the Company is a party, and (iii) will
not be or result in, and has not caused, a conflict with, a breach of or
(with notice or lapse of time or both) a default under any material
agreement to which the Company is a party.
Section 4.3 Validity and Binding Nature. This Agreement has
been duly executed and delivered by the Company and is, and each of the
other Documents, when executed and delivered by the Company will be, a
legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms (except as enforcement thereof
may be limited by bankruptcy, reorganization, insolvency, moratorium or
other laws or equitable principles affecting the enforcement of
creditors' rights generally).
Section 4.4 Consents, Licenses, Filings, Etc. Except as
required under the Securities Act and applicable state securities laws,
no action, consent or approval of, license or permit from, or
registration or filing with, or any other action by any governmental
authority or any other Person was or is required in connection with the
execution, delivery and performance by the Company of the Documents.
Section 4.5 Capitalization. As of January 26, 1999, the
authorized capital stock of the Company consisted of 80,000,000 shares of
Common Stock. All outstanding shares have been validly issued and are
fully paid and non-assessable. The Purchasers acknowledge that they have
had ample opportunity to review true and correct copies of the Company's
articles of incorporation and bylaws, and the Company's SEC filings.
Section 4.6 Issuance of Shares. The Common Stock issuable
upon conversion of the Notes has been duly authorized and when issued in
accordance with the terms of the Documents shall be validly issued, fully
paid and non-assessable.
Section 4.7 SEC Documents; Financial Statements. The Company
has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting
requirements of the Exchange Act (all of the foregoing filed after such
date prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents (other than
exhibits) incorporated by reference therein, being hereinafter referred
to herein as the "SEC Documents"). As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the
Exchange Act and the rules and regulations of the SEC promulgated
thereunder applicable to such SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. As of their respective dates, the financial statements of
the Company included in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto. Such
financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the
periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of
unaudited interim statements to the extent they may not include footnotes
or may be condensed or summary statements) and fairly present in all
material respects the consolidated financial position of the Company and
its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-
end audit adjustments).
ARTICLE 5. PURCHASERS' CONDITIONS TO CLOSING.
Each Purchaser's obligation to purchase and pay for Securities at
the Closing is subject to the fulfillment to such Purchaser's
satisfaction, on or before the Closing Date, of each of the following
conditions:
Section 5.1 Representations and Warranties; Covenants; Events
of Default. (i) The representations and warranties of the Company
contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same effect as though
such representations and warranties had been made on the Closing Date,
except to the extent of any changes caused by the transactions herein
contemplated, (ii) the Company shall not be in material breach of any
covenant contained in the Documents, and (iii) no Event of Default shall
have occurred and be continuing.
Section 5.2 Transactions Permitted by Applicable Laws. The
Closing and the other transactions contemplated by this Agreement shall
not violate any applicable law or governmental regulation or result in a
violation of any order of any court or governmental body applicable to
the Purchasers or the Company and shall not subject the Purchasers or the
Company to any tax, penalty or liability.
Section 5.3 No Adverse Action or Decision. There shall be no
action, suit, investigation or proceeding pending, or, to the best of the
Purchasers' knowledge, threatened against or affecting the Purchasers or
the Company or any of their respective properties that (i) seeks to
restrain, enjoin, prevent the consummation of or otherwise affect the
Closing or the other transactions contemplated by this Agreement, or
(ii) questions the validity or legality of any such transactions or seeks
to recover damages or to obtain other relief in connection with any such
transactions.
Section 5.4 Approvals and Consents. The Company shall have
duly received all authorizations, consents, approvals, licenses,
franchises, permits and certificates by or of, and shall have made all
filings and effected all registrations and qualifications with, all
federal, state and local governmental authorities and other Persons
necessary for the consummation of the Closing and the other transactions
contemplated by this Agreement, and all such matters shall be in full
force and effect as of the Closing Date.
Section 5.5 Proceedings. All corporate and other proceedings
to be taken by the Company in connection with the transactions
contemplated hereby and all documents incident thereto shall be
reasonably satisfactory in substance and form to the Purchasers.
ARTICLE 6. COMPANY'S CONDITIONS TO CLOSING.
The obligation of the Company to issue and sell Securities to the
Purchasers is subject to the fulfillment to the satisfaction of the
Company, on or before the Closing Date, of each of the following
conditions:
Section 6.1 Representations and Warranties; Covenants. (i) The
representations and warranties of each Purchaser contained in this
Agreement shall be true and correct in all material respects on and as of
the Closing Date with the same effect as though such representations and
warranties had been made on the Closing Date, except to the extent of any
changes caused by the transactions herein contemplated, and (ii) the
Purchasers shall not be in material breach of any covenant contained in
the Documents.
Section 6.2 No Adverse Action or Decision. There shall be no
action, suit, investigation or proceeding pending, or, to the best of the
Company's knowledge, threatened against or affecting the Purchasers or
the Company or any of their respective properties before any court,
arbitrator or administrative or governmental body that (i) seeks to
restrain, enjoin, prevent the consummation of or otherwise affect the
Closing or the other transactions contemplated by this Agreement, or
(ii) questions the validity or legality of any such transactions or seeks
to recover damages or to obtain other relief in connection with any such
transactions.
Section 6.3 Approvals and Consents. The Company shall have
duly received all authorizations, consents, approvals, licenses,
franchises, permits and certificates by or of, and shall have made all
filings and effected all registrations and qualifications with, all
federal, state and local governmental authorities and other Persons
necessary for the consummation of the Closing and the other transactions
contemplated by this Agreement, and all such matters shall be in full
force and effect as of the Closing Date.
ARTICLE 7. COVENANTS.
The Company hereby covenants and agrees with the Holders that, so
long as the principal of or interest on any Note shall be unpaid:
Section 7.1 Compliance with Law; Maintenance of Properties.
The Company will do or cause to be done all things necessary (i) to
preserve and keep in full force and effect at all times the Company's
existence, and all rights, licenses and franchises that are material to
its business, (ii) to cause the Company to comply in all material
respects with all applicable laws, and all applicable rules, regulations
and orders issued by any governmental authority, noncompliance with which
could have a material adverse effect on the business, operations,
prospects, assets and/or financial or other condition of the Company (but
the Company may contest in good faith by appropriate action any alleged
violation of any of the foregoing), and (iii) to preserve all material
property useful in the conduct of the Company's business and keep the
same in reasonably good repair, working order and condition, normal wear
and tear excepted, and from time to time make, or cause to be made, all
needful and proper repairs, renewals and replacements, and improvements
thereto so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.
Section 7.2 Performance of Liabilities. The Company will
(i) duly pay and discharge all Indebtedness in such manner as shall be
necessary in order to prevent the occurrence of an Event of Default under
Section 8.1(d) hereof, and (ii) duly pay and discharge all taxes before
the same shall become in default, and all lawful claims for labor,
materials and supplies that have become due and payable which taxes and
other claims, if unpaid, might become a lien upon any of its properties
if the loss of such properties could have a material adverse effect on
the business, operations, prospects, assets and/or financial or other
condition of the Company.
ARTICLE 8. DEFAULT AND REMEDIES.
Section 8.1 Events of Default. An "Event of Default" occurs
if:
(a) the Company shall fail to observe or perform any covenant
or agreement contained in any Document and such default continues for 30
days after the Company has received written notice thereof; or
(b) any material representation or warranty made by the
Company in any Document shall prove to have been false or misleading in
any material respect when made;
Section 8.2 Remedies.
(a) If an Event of Default shall occur and be continuing, the
Majority Holders may declare by notice in writing given to the Company,
the entire unpaid principal amount of the Notes, together with accrued
but unpaid interest thereon, to be immediately due and payable, in which
case the Notes shall become immediately due and payable, both as to
principal and interest, without presentment, demand, default, notice of
intent to accelerate and notice of such acceleration, protest or notice
of any kind, all of which are hereby expressly waived, anything herein or
elsewhere to the contrary notwithstanding.
(b) If any Event of Default shall have occurred and is
continuing, the Holders may, subject to the consent of the Majority
Holders, proceed to protect and enforce their rights either by suit in
equity or by action at law, or both.
ARTICLE 9. CONVERSION.
Section 9.1 Right of Conversion. Any Holder shall have the
right, from time to time, at such Holder's option, to convert, subject to
the terms and provisions of this Article 9, any or all of the principal
of and accrued but unpaid interest on any Note into fully paid and
nonassessable shares of Common Stock at the Conversion Price.
Section 9.2 Mechanics of Exercise. The right of Conversion
shall be exercised by the surrender of the Notes to be converted to the
Company during usual business hours at its principal place of business,
accompanied by written notice that the Holder elects to convert all or
part of the principal of and interest on such Notes and specifying the
name (with address) in which the certificate for Common Stock is to be
issued and, if the certificate is to be issued to a Person other than the
Holder, by a written instrument of transfer in form satisfactory to the
Company, duly executed by the Holder, duly authorized in writing. All
Notes surrendered for conversion shall be canceled (or, if only accrued
but unpaid interest is to be converted, annotated to reflect such
conversion), and, if appropriate, a new Note reflecting the conversion of
the converted principal shall be issued to the Holder.
Section 9.3 Issuance of Shares Time of Conversion. As
promptly as practicable after the surrender, as herein provided, of any
Note for conversion, the Company shall deliver or cause to be delivered
at the Company's office a certificate for the shares of Common Stock
issuable in connection with such conversion. To the extent permitted by
law, the rights of the Holders as Holders shall, to the extent of
principal and interest converted, cease with respect to such principal
and interest as of the date of actual receipt by the Company of the
surrendered Notes and written conversion request, and the Person entitled
to receive the Common Stock converted or paid in cash. The certificate
deliverable upon such conversion shall be treated for all purposes as
having become the record holder of such Common Stock at such time.
Section 9.4 No Fractional Shares. Instead of any fractional
share of Common Stock that would otherwise be issuable upon conversion of
any Note, the number of shares issuable upon conversion shall be rounded
up to the next whole share of Common Stock. If more than one Note shall
be surrendered for conversion by the same Holder, the number of shares
issuable upon conversion thereof shall be computed on the basis of the
aggregate amount of principal of and interest on the Notes so
surrendered.
Section 9.5 No Stockholder Rights. Prior to the issuance of
Common Stock upon conversion, the Holders shall not be entitled to any
rights of a shareholder with respect to the Common Stock, including
(without limitation) the right to vote such Common Stock, receive
dividends or other distributions thereon, exercise preemptive rights or
be notified of shareholder meetings, and such Holders shall not be
entitled to any notice or other communication concerning the business or
affairs of the Company except as contractually agreed to by the Company.
Section 9.6 Shares to be Reserved. The Company covenants
that it will at all times reserve and keep available out of its
authorized but unissued Common Stock, free from preemptive rights, solely
for the purpose of issue upon conversion of Notes as herein provided,
such number of shares of Common Stock as shall then be issuable upon the
conversion of all principal of and accrued but unpaid interest on the
then-outstanding Notes. The Company covenants that all Common Stock
which shall be so issuable shall, when issued, be duly and validly issued
and fully paid and nonassessable.
Section 9.7 No Registration or Listing of Shares. The
shares of Common Stock issuable on conversion are not registered with any
governmental authority or listed on any exchange, and, except as
otherwise provided in this Agreement, the Company shall have no
obligation to register or list any Common Stock. The Company may cause
any Common Stock issued upon conversion of Notes to bear a restrictive
legend describing limitations of the transferability of such Common
Stock.
Section 9.8 Taxes and Charges. The issuance of certificates
for Common Stock upon the conversion of Notes shall be made without
charge to the converting Holder of Notes for such certificates or for any
tax in respect of the issuance of such certificates or the securities
represented thereby, and such certificates shall be issued in the
respective names of, or in such names as may be directed by, the Holders
of the Notes being converted; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate in
a name other than that of the Holder of the Note converted, and the
Company shall not be required to issue or deliver such certificates
unless or until the Person or Persons requesting the issuance thereof
shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been
paid.
ARTICLE 10. REGISTRATION RIGHTS.
(a) Piggyback Registration. If, at any time during the six (6)
month period following the Closing Date, the Company shall file a
registration statement with the SEC, the Company shall give Purchaser
prior notice of the filing of such registration statement. If requested
by Purchaser in writing within five (5) business days after receipt of
any such notice, the Company shall register all or, at Purchaser's
option, any portion of the Common Stock into which the Notes are
convertible, concurrently with the registration of such other securities,
all to the extent requisite to permit the public offering and sale of the
Common Stock through the facilities of the Nasdaq Stock Market, and will
use its best reasonable efforts through its officers, directors,
auditors, and counsel to cause such registration statement to become
effective as promptly as practicable. Notwithstanding the foregoing, if
the Company believes in good faith that the distribution of all or a
portion of the Common Stock requested to be included in the registration
concurrently with the securities being registered by the Company would
materially adversely affect the distribution of such securities by the
Company for its own account or pursuant to previous commitments made to
other investors, then Purchaser shall delay the offering and sale of the
Common Stock (or the portions thereof so designated) for such period.
(b) Demand Registration. If, at any time after the six (6)
month period following the Closing Date, the Company shall receive a
written request from Purchaser to register the sale of all or part of
such Common Stock, the Company shall, as promptly as practicable prepare
and file with the Commission a registration statement sufficient to
permit the public offering and sale of the Common Stock through the
facilities of the Nasdaq Stock Market, and will use its best reasonable
efforts through its officers, directors, auditors, and counsel to cause
such registration statement to become effective as promptly as
practicable. The registration statement filed by the Company pursuant to
this section may include securities sold by the Company or on behalf of
persons other than Purchaser.
ARTICLE 11. MISCELLANEOUS.
Section 11.1 Payments. The Company agrees that, as long as
the Purchasers shall hold the Notes, all payments to be made on or in
connection with the Notes shall be made to the Purchasers at the
addresses set forth in this Agreement or such other places as the
Purchasers may designate in writing. All payments referred to under this
Agreement and the other Documents shall be in immediately available funds
in lawful money of the United States of America. The Holders agree that
prior to any delivery upon the sale or other disposition of all or any
part of the Notes, the Holders will promptly make or cause to be made a
notation on the Notes reflecting all payments thereon.
Section 11.2 Amendments. This Agreement and the other
Documents may be amended, modified, superseded or canceled, and any of
the terms, covenants, representations, warranties or conditions hereof
and thereof may be waived, only by a written instrument executed by the
Company and the Majority Holders at such time; except that each holder
must consent in writing to any amendment or waiver which adversely
affects the interest rate, maturity, prepayment or redemption provisions,
or the percentage required to amend the Debentures.
Section 11.3 No Waiver. The failure of any party at any time
or times to require performance of any provisions hereof shall in no
manner affect the right at a later time to enforce the same. No waiver
by any party of any condition, or of any breach of any term, covenant,
representation or warranty contained in this Agreement, in any one or
more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or a waiver of any
other condition or of any breach of any other term, covenant,
representation or warranty.
Section 11.4 Survival of Representations and Warranties. All
representations, warranties, covenants, indemnities and agreements
contained herein or made in writing by the Company in connection herewith
shall survive the execution and delivery of this Agreement, the sale and
purchase of the Securities and any disposition thereof.
Section 11.5 Successors and Assigns. All covenants and
agreements in this Agreement made by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the Company, each Purchaser
and each Holder and their respective successors and permitted assigns.
The terms and provisions of this Agreement are intended solely for the
benefit of each party hereto and its respective successors and permitted
assigns, and it is not the intention of the parties to confer third-party
beneficiary rights upon any other Person. The Holders may not sell,
assign (by operation of law or otherwise), transfer, pledge, grant a
security interest in, or otherwise dispose of this Agreement or any other
Document or any portion hereof or thereof or any rights or obligations
hereunder or thereunder unless (i) the Company has granted its prior
written consent (which consent shall not be unreasonably withheld), and
(ii) the Company shall have received a written opinion of counsel
reasonably acceptable to the Company, addressed to the Company, to the
effect that any such proposed transfer or other disposition complies with
all applicable Federal and state securities laws, or other comfort
reasonably acceptable to the Company to the same effect.
Section 11.6 Notices. All communications provided for
hereunder and under the Notes shall be sent by first class mail and
(i) if to a Purchaser, addressed to it at the address shown on the
signature pages hereof, or to such other address as such Purchaser may
have designated to the Company in writing, (ii) if to any subsequent
Holder, addressed to such Holder at the address of such Holder in the
record books of the Company, and (iii) if to the Company, addressed to it
at 00000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000, Attention: Xxxxxxx X. Xxxxxx,
or to such other address as the Company may have designated in writing to
the Holder.
Section 11.7 Descriptive Headings. The descriptive headings
of the articles, sections, subsections and paragraphs of the Documents
are inserted for convenience only and do not constitute a part of the
Documents.
Section 11.8 Governing Law. This Agreement and the validity
and enforceability hereof shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Texas.
Section 11.9 Pro Rata Sharing. All payments (including, but
not limited to, payments by offset) made under this Agreement or the
Notes shall be made to the Holders pro rata in accordance with the
principal amount of Notes that such Holder owns. If any Holder shall
receive any payment in violation of this Section, such Holder shall pay
such excess funds over to other Holders or purchase Notes or interests
therein from other Holders in order to cause such excess payment to be
shared by the Holders on a pro rata basis.
Section 11.10 Entire Agreement. This Agreement and the other
Documents embody the entire agreement of the parties relating to the
subject matter hereof and supersede all prior proposals, negotiations,
agreements and understandings relating to such subject matter.
Section 11.11 Counterparts; Facsimile Signatures. This
Agreement may be executed in two or more counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute but one and the same
agreement. Facsimile signatures shall be binding on the parties.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year specified at the beginning hereof.
UNIVIEW TECHNOLOGIES CORPORATION
By:_____________________________
Xxxxxxx X. Xxxxxx
President and CEO
PURCHASER:
By:_____________________________
Original Principal Amount of Notes Purchased: $1,500,000
INVESTOR ACKNOWLEDGMENTS
In order to induce the Company to accept the foregoing Securities
Purchase Agreement, the Investor expressly acknowledges the following by
placing the initials of an individual duly empowered to act for the
Investor in each of the spaces provided below:
The investor has received, has carefully reviewed information on the
company and has made an independent investigation and analysis of the
investment. The investor has carefully read the documents and in
particular, has carefully read and understands the investor's
representations and warranties made therein and confirms that all such
representations and warranties are true and correct.
THE INVESTOR QUALIFIES UNDER THE FOLLOWING CATEGORY OR CATEGORIES OF
DEFINITIONS OF "ACCREDITED INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):
(1) The Investor is a natural person whose individual net worth, or
joint net worth with that person's spouse, exceeds $1,000,000.
(______) Yes (______) No
(2) The Investor is a natural person who had an individual income
in excess of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of $300,000 in
each of those years and has a reasonable expectation of
realizing the same income level in the current year.
(______) Yes (______) No
(3) The Investor is a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
(______) Yes (______) No
(4) The Investor is an insurance company, a registered securities broker
or dealer, a licensed Small Business Investment Company, a registered
investment company, a business development company as defined in Section
2(a)(48) of the Investment Company Act of 1940 or a private business
development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940.
(______) Yes (______) No
(5) The Investor is an organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended, or a
corporation, Massachusetts or similar business trust or
partnership, not formed for the specific purpose of acquiring
the Units, with total assets in excess of $5,000,000.
(______) Yes (______) No
(6) The Investor is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring
the Units offered, whose purchase is directed by a person who
has such knowledge and experience that he or she is capable of
evaluating the merits and risks of the proposed investment.
(______) Yes (______) No
(7) The Investor is a bank, savings and loan association or similar
institution acting in its individual or fiduciary capacity, or
an employee benefit plan with total assets in excess of
$5,000,000.
(______) Yes (______) No
(8) The Investor is a Plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of
a state or its political subdivisions for the benefit of its
employees, with total assets in excess of $5,000,000.
(______) Yes (______) No
(9) The Investor is an employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 ("ERISA"),
the investment decisions for which are made by a plan
fiduciary, as defined in Section 3(21) of ERISA, which is
either a bank, savings and loan association, insurance company,
or registered investment adviser, or is an employee benefit
plan that has total assets in excess of $5,000,000.
(______) Yes (______) No
(10) The Investor is an entity in which all of the equity owners are
accredited investors or individuals who are accredited
investors (as defined above).
(______) Yes (______) No
IN WITNESS WHEREOF, the Investor has executed and delivered this
Investor Acknowledgment as of the day and year specified above.
Official Signatory of Investor:
By:_____________________________
