EXHIBIT 10.14
VIEW TECH, INC.
000 XXXXX XXXX
XXXXXXXXX, XXXXXXXXXX 00000
AS OF DECEMBER 31, 1996
TELCOM HOLDING, LLC
C/O THE O'BRIEN GROUP, INC.
XXX XXXXXXXXXXXXX XXXXX
XXXXXX, XXXXXXXXXXXXX 00000
RE: COMMON STOCK AND COMMON STOCK PURCHASE WARRANTS
GENTLEMEN:
View Tech, Inc., a Delaware corporation (the "Company"), hereby agrees with
Telcom Holding, LLC, a Massachusetts limited liability company (the "Purchaser")
as follows:
ARTICLE I
PURCHASE, SALE AND TERMS OF COMMON STOCK AND WARRANTS
1.01. THE COMMON STOCK AND WARRANTS. The Company has authorized the
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issuance and sale to the Purchaser of up to (i) 650,000 shares (the "Purchased
Shares") of common stock, $0.0001 par value per share ("Common Stock") of the
Company and (ii) the Company's Common Stock Purchase Warrants for the purchase
(subject to adjustment as provided therein) of up to 325,000 shares of the
Company's Common Stock, at a price of $4.40 per unit consisting of one (1) share
of Common Stock and Common Stock Purchase Warrants for the purchase of one-half
(1/2) share of Common Stock, subject to increase as provided below. The Common
Stock Purchase Warrants shall be substantially in the form set forth in Exhibit
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1.01 hereto and are herein referred to individually as a "Warrant" and
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collectively as the "Warrants", which terms shall also include any warrants
delivered in exchange or replacement therefor. The Purchased Shares and the
Warrants are sometimes referred to collectively herein as the "Purchased
Securities." Any shares of Common Stock issued or issuable upon exercise of the
Warrants, and such shares when issued, are herein referred to as the "Warrant
Shares."
1.02. PURCHASE AND SALE OF PURCHASED SHARES AND WARRANTS.
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(a) THE CLOSING. The Company agrees to issue and sell to the Purchaser,
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and, subject to and in reliance upon the representations, warranties, terms and
conditions of this Agreement, the Purchaser agrees to purchase, Purchased
Securities including up to 650,000 Purchased Shares and Warrants to purchase up
to 325,000 Warrant Shares; provided, however, that the aggregate number of
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Purchased Securities may be increased by mutual agreement, but not to a number
that would require Company stockholder approval under rules of the National
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Association of Securities Dealers, Inc. Such purchase and sale shall take place
at one or more closings (singly and collectively, the "Closing") to be held at
the office of Jager, Smith, Xxxxxxx & Xxxxx, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, 00000 on such dates and at such times as may be mutually agreed
upon, but not later than February 28, 1997. At each Closing the Company will
issue Common Stock and one Warrant, registered in the name of the Purchaser, to
purchase (subject to adjustment as provided therein) one-half the number of
shares of Common Stock purchased at such Closing, against delivery to the
Company of a check or a receipt of a wire transfer, in the amount of the
aggregate purchase price of the number of shares of Common Stock purchased at
such Closing in payment of the full purchase price for the Purchased Shares and
Warrants purchased at such Closing.
(b) TIMING OF CLOSING. The Purchaser is conducting an offering of its Class
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A membership interests to a limited number of accredited investors, in a
transaction exempt from registration under the Securities Act pursuant to
Regulation D thereunder, in order to fund its investment in the Company. The
Purchaser agrees to use its reasonable best efforts to purchase Purchased
Securities with an aggregate purchase price of $2,500,000 or more by January 15,
1997, and, cumulatively, Purchased Securities including up to 650,000 shares of
Common Stock and Warrants to purchase up to 325,000 Warrant Shares (subject to
increase as provided above) by February 15, 1997; provided, however, that (i)
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the Purchaser may in its discretion extend either such anticipated date for a
Closing by up to fifteen (15) days, (ii) the Company may in its discretion
designate an earlier date for an initial Closing with respect to issuance and
sale of Purchased Securities with an aggregate purchase price of less than
$2,500,000, (iii) there shall not be more than three (3) Closings and (iv) the
last Closing shall occur not later than February 28, 1997.
(c) USE OF PROCEEDS. The Company agrees to use the full proceeds from the
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sale of the Purchased Shares and Warrants solely for working capital, which will
include payment of costs associated with its recent merger with USTeleCenters,
Inc.
1.03. REPRESENTATIONS BY THE PURCHASER. (a) INVESTMENT REPRESENTATIONS.
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The Purchaser represents that it is its present intention to acquire the
Purchased Securities to be acquired by it for its own account and that the
Purchased Securities are being and will be acquired by it for the purpose of
investment and not with a view to distribution or resale thereof. The
acquisition by the Purchaser of the Purchased Securities acquired by it shall
constitute a confirmation of this representation by the Purchaser. The
Purchaser further represents that it understands and agrees that, until
registered under the Securities Act or transferred pursuant to the provisions of
Rule 144 as promulgated by the Commission, all certificates evidencing any of
the Purchased Shares, the Warrants and the Warrant Shares, whether upon initial
issuance or upon any transfer thereof, shall bear a legend, prominently stamped
or printed thereon, reading substantially as follows:
"The securities represented hereby have not been registered under the
Securities Act of 1933, as amended (the "Act") or the securities laws of
any state, have been acquired for investment and not with a view to
distribution or resale and may not be offered for sale, sold, delivered
after sale, transferred, pledged or hypothecated in the absence of an
effective registration statement covering such securities under the Act and
any applicable state securities laws, unless the holder
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shall have obtained an opinion of counsel satisfactory to the corporation
that any such transfer shall not be in violation of the Act."
(b) ACCESS TO INFORMATION. The Purchaser, during the course of this
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transaction and prior to the purchase of any Purchased Securities, has had the
opportunity to ask questions of and receive answers from representatives of the
Company concerning the terms and conditions of the offering of the Purchased
Securities, and to obtain any additional information, documents, records and
books relative to the Company, its business and an investment in the Company
necessary to verify the accuracy of information contained in the Securities
Filings or otherwise relative to the business, operations and financial
condition of the Company.
(c) GENERAL ACCESS. The Purchaser has received and read or reviewed, and
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is familiar with, this Agreement and confirms that all documents, records and
books pertaining to the Purchaser's investment in the Company and requested by
the Purchaser have been made available or delivered to it.
(d) SOPHISTICATION AND KNOWLEDGE. The Purchaser is capable of evaluating
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the merits and risks of the purchase of the Purchased Securities. The Purchaser
can bear the economic risks of this investment and can afford a complete loss of
its investment.
(e) TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser
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understands that the Purchased Securities and the Warrant Shares have not been
registered under the Securities Act and applicable state securities laws, and
cannot be resold unless their resale is subsequently registered under the
Securities Act and applicable state securities laws or unless an exemption from
such registration is available; the Purchaser is purchasing the Purchased
Securities for investment for the account of the Purchaser and not for the
account of others, and not with any present view toward resale or other
distribution thereof; the Purchaser agrees not to resell or otherwise dispose of
all or any part of the Purchased Securities or Warrant Shares purchased by the
Purchaser except as permitted by law, including, without limitation, any
regulations under the Securities Act and applicable state securities laws; the
Company does not have any present intention and is under no obligation to
register the Purchased Securities or Warrant Shares under the Securities Act and
applicable state securities laws, except as provided in this Agreement; and Rule
144 under the Securities Act may not be available as a basis for exemption from
registration of the Shares thereunder.
(f) LACK OF LIQUIDITY. The Purchaser has no present need for liquidity in
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connection with the purchase of the Purchased Securities.
(g) SUITABILITY AND INVESTMENT OBJECTIVES. The purchase of the Purchased
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Securities by the Purchaser is consistent with the general investment objectives
of the Purchaser. The Purchaser understands that the purchase of the Purchased
Securities involves a high degree of risk.
(h) ACCREDITED INVESTOR STATUS; PURCHASER'S MEMBERS. Each of the
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Purchaser's Class A members is an "accredited investor" as that term is defined
in Rule 501 of Regulation D under the Securities Act. Each Class A member of
the Purchaser has made or will make to the Purchaser and its members
representations and warranties to the same effect as set forth in this
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Section 1.04 with respect to itself and its purchaser representative, if any.
The Purchaser shall provide the Company with such further information and
documents as the Company may reasonably request in order to confirm the
availability of an exemption from registration under the Securities Act with
respect to the issuance and sale of the Purchased Securities, including without
limitation copies of materials provided by the Purchaser to its Class A members
and their completed offeree questionnaires.
ARTICLE II
CONDITIONS TO PURCHASER'S OBLIGATION
The obligation of the Purchaser to purchase and pay for the Purchased Shares
and Warrants at the Closing is subject to the following conditions:
2.01. REPRESENTATIONS AND WARRANTIES. Each of the representations and
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warranties of the Company set forth in Article III hereof shall be true on the
date of the Closing.
2.02. DOCUMENTATION AT CLOSING. The Purchaser shall have received prior
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to or at the Closing all of the following, each in form and substance
satisfactory to the Purchaser and its counsel:
(a) A certified copy of all charter documents of the Company; a
certified copy of the resolutions of the Board of Directors of the Company
evidencing approval of this Agreement, the Purchased Shares, the Warrants, and
other matters contemplated hereby; a certified copy of the By-laws of the
Company; and certified copies of all documents evidencing other necessary
corporate or other action and governmental approvals, if any, with respect to
this Agreement, the Purchased Shares and the Warrants.
(b) A favorable opinion of Xxxxxxx, Phleger & Xxxxxxxx, counsel for the
Company, as to such matters as the Purchaser, or its counsel, may reasonably
request.
(c) A certificate of the Secretary or an Assistant Secretary of the
Company which shall certify the names of the officers of the Company authorized
to sign this Agreement, the Purchased Shares, the Warrants and the other
documents or certificates to be delivered pursuant to this Agreement by the
Company, or any of its officers, together with the true signatures of such
officers. The Purchaser may conclusively rely on such certificates until it
shall receive a further certificate of the Secretary or an Assistant Secretary
of the Company canceling or amending the prior certificate and submitting the
signatures of the officers named in such further certificate.
(d) A certificate from a duly authorized officer of the Company stating
that the representations and warranties of the Company contained in Article III
hereof and otherwise made by the Company in writing in connection with the
transactions contemplated hereby are true and correct.
(e) Payment for the costs, expenses and taxes identified in Section
7.04 as to which the Purchaser gives the Company notice prior to the Closing.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants as follows:
3.01. ORGANIZATION AND STANDING OF THE COMPANY AND ITS SUBSIDIARIES. The
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Company and each Subsidiary is a duly organized and validly existing corporation
in good standing under the laws of the jurisdiction in which it was organized
and has all requisite corporate power and authority for the ownership and
operation of its properties and for the carrying on of its business as now
conducted and as now proposed to be conducted. The Company and each Subsidiary
is duly licensed or qualified and in good standing as a foreign corporation
authorized to do business in all jurisdictions wherein the character of the
property owned or leased, or the nature of the activities conducted, by it makes
such licensing or qualification necessary unless the failure to so qualify would
not have a Material Adverse Effect. USTeleCenters, Inc., a Delaware corporation,
and View Tech Acquisition, Inc., a California corporation, are the only
Subsidiaries of the Company as of the date hereof. All of the outstanding
capital stock of each Subsidiary has been duly authorized and validly issued, is
fully paid and nonassessable, and is owned beneficially and of record by the
Company, free and clear of any lien, right, encumbrance or restriction of any
nature, including, without limitation, any lien, right, encumbrance or
restriction on transfer.
3.02. CORPORATE ACTION. The Company has all necessary corporate power and
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has taken all corporate action required to make all the provisions of this
Agreement, the Purchased Shares, the Warrants and any other agreements and
instruments executed in connection herewith and therewith the valid and
enforceable obligations they purport to be. Sufficient shares of authorized but
unissued Common Stock of the Company have been reserved by appropriate corporate
action in connection with the prospective exercise of the Warrants. Neither the
issuance of the Purchased Shares or Warrants, nor the issuance of shares of
Common Stock upon the exercise of the Warrants, is subject to preemptive or
other similar statutory or contractual rights and will not conflict with any
provisions of the Company's charter or by-laws or of any agreement or
instrument to which the Company or any Subsidiary is a party or by which it is
bound.
3.03. GOVERNMENTAL APPROVALS. No authorization, consent, approval,
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license, exemption of or filing or registration with any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, is or will be necessary for, or in connection with, the offer,
issuance, sale, execution or delivery by the Company of, or for the performance
by it of its obligations under, this Agreement, the Purchased Shares or the
Warrants, other than filings under federal or state securities laws.
3.04. CAPITALIZATION; STATUS OF CAPITAL STOCK. The Company has a total
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authorized capitalization consisting of 20,000,000 shares of Common Stock, of
which 5,691,462 shares are issued and outstanding. All the outstanding shares
of capital stock of the Company have been duly authorized, are validly issued
and are fully paid and nonassessable. The Purchased Shares, when issued and
paid for in accordance with the terms of this Agreement, will be duly
authorized, validly issued and fully paid and nonassessable. The shares of
Common Stock
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issuable upon exercise of the Warrants, when issued and paid for in accordance
with the terms of the Warrants, will be duly authorized, validly issued and
fully paid and nonassessable. Except as set forth in Exhibit 3.04, there are no
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options, warrants or rights to purchase shares of capital stock or other
securities of the Company authorized, issued or outstanding, nor is the Company
obligated in any other manner to issue shares of its capital stock or other
securities. There are no restrictions on the transfer of shares of capital
stock of the Company other than those imposed by relevant state and federal
securities laws. No holder of any security of the Company is entitled to
preemptive or similar statutory or contractual rights, either arising pursuant
to any agreement or instrument to which the Company is a party, or which are
otherwise binding upon the Company. Neither the issuance of the Purchased
Shares, the Warrants nor the Warrant Shares will result in an adjustment under
the antidilution or exercise rights of any holders of any outstanding shares of
capital stock, options, warrants or other rights to acquire any securities of
the Company. The offer and sale of all shares of capital stock and other
securities of the Company issued before the Closing complied with or were exempt
from all federal and state securities laws.
3.05. COMPLIANCE WITH OTHER INSTRUMENTS. The Company and each Subsidiary
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is in compliance in all respects with the terms and provisions of this Agreement
and of its charter and by-laws and in all material respects with the terms and
provisions of the mortgages, indentures, leases, agreements and other
instruments, and of all judgments, decrees, governmental orders, statutes, rules
and regulations by which it is bound or to which its properties or assets are
subject, the failure to comply with which could have a Material Adverse Effect
with respect to the Company or any Subsidiary. There is no term or provision in
any of the foregoing documents and instruments which could have a Material
Adverse Effect with respect to the Company or any Subsidiary. Neither the
execution and delivery of this Agreement or the Warrants, nor the consummation
of any transactions contemplated hereby or thereby has constituted or resulted
in or will constitute or result in a default or violation of any term or
provision in any of the foregoing documents or instruments.
3.06. TITLE TO ASSETS, PATENTS. Except as set forth in Exhibit 3.06, the
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Company and each Subsidiary has good and clear record and marketable title in
fee to such of its fixed assets as are real property, and good and merchantable
title to all of its other assets, now carried on its books including those
reflected in the most recent balance sheets of the Company and its Subsidiaries
included in the Securities Filings, or acquired since the date of such balance
sheets (except personal property disposed of since said date in the ordinary
course of business) free of any mortgages, pledges, charges, liens, security
interests or other encumbrances. The Company and each Subsidiary enjoys
peaceful and undisturbed possession under all leases under which it is
operating, and all said leases are valid and subsisting and in full force and
effect. The Company and each Subsidiary owns or, to the best of the Company's
knowledge, has a valid right to use the patents, patent rights, licenses,
permits, trade secrets, trademarks, trademark rights, trade names or trade name
rights or franchises, copyrights, inventions and intellectual property rights
being used to conduct its business as now operated and as now proposed to be
operated; and, to the best of the knowledge of the Company, the conduct of its
business as now operated and as now proposed to be operated does not and will
not conflict with valid patents, patent rights, licenses, permits, trade
secrets, trademarks, trademark rights, trade names or trade name rights or
franchises, copyrights, inventions and intellectual property rights of others.
Neither the Company nor any Subsidiary has any obligation to compensate any
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Person for the use of any such patents or such rights nor has the Company or any
Subsidiary granted to any Person any license or other rights to use in any
manner any of such patents or such rights of the Company or any Subsidiary.
3.07. FINANCIAL AND OTHER INFORMATION. The financial statements of the
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Company and its Subsidiaries included in the Securities Filings present fairly
the respective financial positions of the Company and its Subsidiaries as at the
dates thereof and their respective results of operations for the periods covered
thereby and have been prepared in accordance with generally accepted accounting
principles consistently applied. Neither the Company nor any Subsidiary has any
liability contingent or otherwise not disclosed in the aforesaid financial
statements or in the notes thereto that could, together with all such other
liabilities, have a Material Adverse Effect with respect to the Company or any
Subsidiary, nor does the Company have any reasonable grounds to know of any such
liability. Since the date of said financial statements, (i) there has been no
material adverse change in the business, assets or condition, financial or
otherwise, operations or prospects, of the Company or any Subsidiary; (ii) to
the best of the knowledge of the Company, no Material Adverse Effect with
respect to the Company or any Subsidiary has resulted from any legislative or
regulatory change, any revocation or change in any franchise, license or right
to do business, or any other event or occurrence, whether or not insured
against; and (iii) neither the Company nor any Subsidiary has entered into any
material transaction not in the ordinary course of business, except as disclosed
in the Securities Filings, or made any distribution on its capital stock. Other
than the transactions contemplated by this Agreement, no event or circumstances
has occurred or exists with respect to the Company or any Subsidiary or its
respective business, properties, operations or condition, financial or
otherwise, which, under applicable law, the Company is required to disclose
publicly and which has not been so disclosed.
3.08. LITIGATION. There is no litigation, proceeding or investigation
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(governmental or otherwise) pending or, to the best of the knowledge of the
Company, threatened against the Company or any Subsidiary affecting any of its
properties or assets, or against any officer, key employee or principal
stockholder of the Company or any Subsidiary which might result, either in any
case or in the aggregate, in any Material Adverse Effect with respect to the
Company or any Subsidiary, or which might call into question the validity of
this Agreement, the Purchased Shares, the Warrants or any action taken or to be
taken pursuant hereto or thereto. Neither the Company nor any Subsidiary, nor,
to the best of the knowledge of the Company, any officer or key employee of the
Company or any Subsidiary, or principal stockholder of the Company or any
Subsidiary, is in default with respect to any order, writ, injunction, decree,
ruling or decision of any court, commission, board or, other government agency
affecting the Company or any Subsidiary.
3.09. SECURITIES ACT. Neither the Company nor anyone acting on its behalf
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has offered any of the Purchased Shares, Warrants or similar securities, or
solicited any offers to purchase or made any attempt by preliminary conversation
or negotiations to dispose of the Purchased Shares, Warrants or similar
securities, to any Person other than the Purchaser. Neither the Company nor
anyone acting on its behalf has offered or will offer to sell the Purchased
Shares, Warrants or similar securities to, or solicit offers with respect
thereto from, or enter into any preliminary conversations or negotiations
relating thereto with, any Person,
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so as to bring the issuance and sale of the Purchased Shares and Warrants under
the registration provisions of the Securities Act.
3.10. DISCLOSURE. Neither this Agreement, the financial statements
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included in the Securities Filings nor any other agreement, document,
certificate or written statement furnished to the Purchaser or its counsel by or
on behalf of the Company or any Subsidiary in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained herein
or therein not misleading.
3.11. REGISTRATION RIGHTS. Other than the Purchaser pursuant to the terms
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of Article V hereof and except as set forth in Exhibit 3.11, no Person has
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demand or other rights to cause the Company to file any registration statement
under the Securities Act relating to any securities of the Company or any right
to participate in any such registration statement.
ARTICLE IV
COVENANTS OF THE COMPANY
4.01. AFFIRMATIVE COVENANTS OF THE COMPANY. Without limiting any other
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covenants and provisions hereof, the Company covenants and agrees that, as long
as Warrants to purchase at least fifty percent (50%) of the aggregate Warrant
Shares are outstanding, it will perform and observe the following covenants and
provisions and will cause each Subsidiary to perform and observe such of the
following covenants and provisions as are applicable to such Subsidiary:
(a) PRESERVATION OF CORPORATE EXISTENCE. Preserve and maintain, and cause
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each Subsidiary to preserve and maintain, its corporate existence, rights,
franchises and privileges in the jurisdiction of its incorporation, and qualify
and remain qualified, and cause each Subsidiary to qualify and remain qualified,
as a foreign corporation in each jurisdiction in which the failure to so qualify
would have a Material Adverse Effect; provided, however, that nothing herein
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contained shall prevent any merger, consolidation or transfer of assets
permitted by Section 4.02.
(b) BOARD OF DIRECTORS. The Company shall take such actions as may be
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reasonably practicable to ensure that Xxxx X. X'Xxxxx is nominated and elected
to serve as Chairman and a member of the Company's Board of Directors. At any
time when Xx. X'Xxxxx does not so serve for any reason, the Company shall take
such actions as may be reasonably practicable to ensure that another person
designated by the Purchaser and reasonably acceptable to a majority of the
Company's Board of Directors is nominated and elected to serve as a member of
the Company's Board of Directors. Notwithstanding anything to the contrary
contained in this Agreement, the provisions of this Subsection (b) shall expire
at the end of the initial three-year term as a director to which Xx. X'Xxxxx is
elected, without prejudice to the right of any Person to nominate him for
subsequent election or reelection.
(c) REPORTS AND FILINGS. Promptly after sending, making available, or filing
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the same, the Company shall send to the Purchaser, in such quantities as the
Purchaser may
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reasonably request, such reports and financial statements as the Company or any
Subsidiary shall send or make available to the stockholders of the Company or
the Commission. The Company will also provide to the Purchaser such other
filings under the Exchange Act or the Securities Act as the Purchaser may from
time to time reasonably request. Subject to such limitations and restrictions
with respect to non-public or confidential information as may be necessary or
appropriate under the federal securities laws, policies and practices from time
to time adopted by the Company's Board of Directors and the advice of securities
counsel, the Company will also provide to the Purchaser such other information
respecting the business, properties, operations and the condition, financial or
otherwise, of the Company or any of its Subsidiaries, as the Purchaser may from
time to time reasonably request, subject to the Purchaser's execution of such
confidentiality or non-disclosure agreement in customary form as the Company may
reasonably request.
(d) RIGHT OF PARTICIPATION. In the event that the Company intends to issue
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to a third party or receives from a third party an offer to purchase any
securities of the Company (other than debt securities with no equity feature),
it shall offer to each holder of Purchased Shares or Warrant Shares, by written
notice, the right, for a period of twenty (20) days, to purchase for cash, at a
purchase price equal to the price or other consideration for which such
securities are to be issued, a number of such securities (up to but not
exceeding that number of such securities that the Company intends to issue or
has received an offer to purchase) that would enable, after giving effect to
such issuance, such holder to maintain its same proportionate fully-diluted
equity ownership in the Company as it held as of the date of such notice;
provided, however, that the participation rights pursuant to this Subsection (d)
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shall not apply to securities issued: (A) as a stock dividend or upon any
subdivision of shares of Common Stock, provided that the securities issued
pursuant to such stock dividend or subdivision are limited to additional shares
of Common Stock, (B) pursuant to subscriptions, warrants, options, convertible
securities, or other rights which are listed in Exhibit 3.04, (C) solely in
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consideration for the acquisition (whether by merger or otherwise) by the
Company of stock or assets of any other entity, (D) pursuant to a best efforts
or firm commitment underwritten public offering and (E) upon exercise of options
granted to directors, officers and employees after the date hereof. The
Company's written notice to each holder of Purchased Shares or Warrant Shares
shall describe the securities proposed to be issued by the Company and specify
the number, price, payment terms. Each holder of Purchased Shares or Warrant
Shares may accept the Company's offer as to the full number of securities
offered or any lesser number, by written notice thereof given by it to the
Company at any time prior to the expiration of the aforesaid twenty (20) day
period, in which event the Company shall, contemporaneously with or promptly
after the sale to any third party pursuant to this Subsection (d), sell and such
holder shall buy, upon the terms specified, the number of securities agreed to
be purchased by such holder. The Company shall be free at any time after the
date of its notice of offer to the holders of Purchased Shares or Warrant
Shares, to offer and sell the number of such securities specified in its notice
of offer to any third party; provided, however, if such third party sale or
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sales are not consummated within ninety (90) days after the date of the
Company's notice of offer, the Company shall not sell such securities as shall
not have been purchased within such period without again complying with this
Subsection (d). All calculations set forth in this Subsection (d) shall give
effect to and assume the conversion, exercise and exchange into or for (whether
directly or indirectly) shares of Common Stock of all such securities, that are
so convertible, exercisable or
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exchangeable. Notwithstanding anything to the contrary contained in this
Agreement, the provisions of this Subsection (d) shall expire six (6) months
after the initial Closing.
4.02. NEGATIVE COVENANT OF THE COMPANY. Without limiting any other
--------------------------------
covenants and provisions hereof, the Company covenants and agrees that, as long
as Warrants to purchase at least fifty percent (50%) of the aggregate Warrant
Shares are outstanding, it will not, except with the affirmative vote or consent
of at least five (5) members of its Board of Directors, (i) merge or consolidate
with, or sell, assign, lease or otherwise dispose of or voluntarily part with
the control of (whether in one transaction or in a series of transactions) all
or substantially all of its assets (whether now owned or hereafter acquired) to,
any Person, or permit any Subsidiary to do any of the foregoing, except for
sales or other dispositions of assets in the ordinary course of business and
except that (1) any Subsidiary may merge into or consolidate with or transfer
assets to any other Subsidiary and (2) any Subsidiary may merge into or transfer
assets to the Company, or (ii) issue any securities, or agree to issue or
authorize the issuance of any securities, in a transaction exempt from
registration under the Securities Act, if any of Sections 3, 4, 5 or 6 of the
Warrants (whether or not Section 5 of the Warrants shall then be in effect in
accordance with its terms) would be applicable as a result of such merger or
other transaction or issuance of securities. Notwithstanding anything to the
contrary contained in this Agreement, the provisions of this Section 4.02 shall
expire six (6) months after the initial Closing.
ARTICLE V
REGISTRATION RIGHTS
5.01. "PIGGY BACK" REGISTRATION. If at any time the Company shall
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determine to register under the Securities Act (including pursuant to a demand
of any stockholder of the Company exercising registration rights) any of its
Common Stock of the type which has been or may be issued upon the exercise of
the Warrants (other than (i) on Form X-0, X-0 or its then equivalent or (ii) a
registration statement on Form SB-2 which the Company intends to file imminently
with respect to up to 1,693,688 shares of Common Stock and shares of Common
Stock underlying certain existing warrants and stock options), it shall send to
each holder of Registrable Shares, including each holder who has the right to
acquire Registrable Shares, written notice of such determination and, if within
thirty (30) days after receipt of such notice, such holder shall so request in
writing, the Company shall use its best efforts to include in such registration
statement all or any part of the Registrable Shares such holder requests to be
registered, except that if, in connection with any offering involving an
underwriting of Common Stock to be issued by the Company, the managing
underwriter shall impose a limitation on the number of shares of such Common
Stock which may be included in any such registration statement because, in its
judgment, such limitation is necessary to effect an orderly public distribution,
and such limitation is imposed pro rata among the holders of such Common Stock
--- ----
having an incidental ("piggy back") right to include such Common Stock in the
registration statement according to the amount of such Common Stock which each
holder had requested to be included pursuant to such right, then the Company
shall be obligated to include in such registration statement only such limited
portion of the Registrable Shares with respect to which such holder has
requested inclusion hereunder. No incidental
10
right under this Section 5.01 shall be construed to limit any registration
required under Section 5.02.
5.02. REGISTRATION ON FORM S-3 OR SB-2. In addition to the rights
--------------------------------
provided the holders of Registrable Shares in Section 5.01 above, after at least
six (6) months from the date of the initial Closing under this Agreement, if the
registration of Registrable Shares under the Securities Act can be effected on
Form S-3 (or any similar form promulgated by the Commission), the Company will
promptly so notify each holder of Registrable Shares, including each holder who
has a right to acquire Registrable Shares, and then will at any time, and from
time to time, thereafter, as expeditiously as possible, use its best efforts to
effect qualification and registration under the Securities Act on said Form S-3
of all or such portion of the Registrable Shares as the holder or holders shall
specify; provided, however, that if the registration of Registrable Shares under
-------- -------
the Securities Act cannot then be effected on Form S-3 (or any similar form
promulgated by the Commission), but can then be effected on Form SB-2 (or any
similar form promulgated by the Commission), the Company will so notify each
holder of Registrable Shares, including each holder who has a right to acquire
Registrable Shares, and upon written request of one or more holders of at least
two-thirds (2/3rds) of the Registrable Shares, the Company will use its best
efforts to cause such of the Registrable Shares as may be requested by any
holder or holders thereof to be so registered under the Securities Act as
expeditiously as possible; provided, further, that the minimum market value of
--------- -------
any offering and registration of Registrable Shares made pursuant to this
Section 5.02 shall be at least $2,000,000 (calculated after deducting
underwriter's discounts and commissions but before expenses). The Company shall
not be required to effect more than (i) one (1) registration during any l2-month
period pursuant to this Section 5.02 and (ii) two (2) such registrations on Form
SB-2 (or any similar form promulgated by the Commission) in the aggregate. If,
in connection with any such offering the holder or holders are unable to include
in such offering or registration the full number of Registrable Shares for which
registration has been requested, either as a result of any limitation on the
registration of shares placed by the managing underwriter or for any other
reason, then such registration shall be deemed to have been a "piggy-back"
registration under Section 5.01 of this Agreement.
If, prior to the time of any request by holders of Registrable Shares
pursuant to this Section 5.02, the Company has publicly announced its intention
to register any of its securities for a public offering under the Securities
Act, no registration of Registrable Shares shall be initiated pursuant to this
Section 5.02 until 180 days after the effective date of the registration so
announced unless the Company is no longer proceeding diligently to effect such
registration, whether such registration is for the sale of securities for the
Company's own account or for the account of others.
5.03. EFFECTIVENESS. The Company will use its best efforts to maintain
-------------
the effectiveness for up to nine (9) months of any registration statement
pursuant to which any of the Registrable Shares are being offered, and from time
to time will amend or supplement such registration statement and the prospectus
contained therein as and to the extent necessary to comply with the Securities
Act and any applicable state securities statute or regulation. The Company will
also provide each holder of Registrable Shares with as many copies of the
prospectus contained in any such registration statement as it may reasonably
request.
11
5.04. INDEMNIFICATION OF HOLDER OF REGISTRABLE SHARES. In the event that
-----------------------------------------------
the Company registers any of the Registrable Shares under the Securities Act,
the Company will indemnify and hold harmless each holder and each underwriter of
the Registrable Shares so registered (including any broker or dealer through
whom such shares may be sold) and each person, if any, who controls such holder
or any such underwriter within the meaning of Section 15 of the Securities Act
from and against any and all losses, claims, damages, expenses or liabilities,
joint or several, to which they or any of them become subject under the
Securities Act or under any other statute or at common law or otherwise, and,
except as hereinafter provided, will reimburse each such holder, each such
underwriter and each such controlling person, if any, for any legal or other
expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement, in any
preliminary or amended preliminary prospectus or in the prospectus (or the
registration statement or prospectus as from time to time amended or
supplemented by the Company) or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading or any
violation by the Company of any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company in connection with such registration, unless such untrue
statement or omission was made in such registration statement, preliminary or
amended, preliminary prospectus or prospectus in reliance upon and in conformity
with information furnished in writing to the Company in connection therewith by
such holder of Registrable Shares, any such underwriter or any such controlling
person expressly for use therein. Promptly after receipt by any holder of
Registrable Shares, any underwriter or any controlling person, of notice of the
commencement of any action in respect of which indemnity may be sought against
the Company, such holder of Registrable Shares, or such underwriter or such
controlling person, as the case may be, will notify the Company in writing of
the commencement thereof, and, subject to the provisions hereinafter stated, the
Company shall assume the defense of such action (including the employment of
counsel, who shall be counsel reasonably satisfactory to such holder of
Registrable Shares, such underwriter or such controlling person, as the case may
be), and the payment of expenses insofar as such action shall relate to any
alleged liability in respect of which indemnity may be sought against the
Company. Such holder of Registrable Shares, any such underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action and to participate in the defense thereof but the fees and expenses of
such counsel shall not be at the expense of the Company unless the employment of
such counsel has been specifically authorized by the Company. The Company shall
not be liable to indemnify any person for any settlement of any such action
effected without the Company's consent. The Company shall not, except with the
approval of each party being indemnified under this Section 5.04, 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 the
parties being so indemnified of a release from all liability in respect to such
claim or litigation.
5.05. INDEMNIFICATION OF COMPANY. In the event that the Company registers
--------------------------
any of the Registrable Shares under the Securities Act, each holder of the
Registrable Shares so registered will indemnify and hold harmless the Company,
each of its directors, each of its
12
officers who have signed the registration statement, each underwriter of the
Registrable Shares so registered (including any broker or dealer through whom
such of the shares may be sold) and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act from and against
any and all losses, claims, damages, expenses or liabilities, joint or several,
to which they or any of them may become subject under the Securities Act or
under any other statute or at common law or otherwise, and, except as
hereinafter provided, will reimburse the Company and each such director,
officer, underwriter or controlling person for any legal or other expenses
reasonably incurred by them or any of them in connection with investigating or
defending any actions whether or not resulting in any liability, insofar as such
losses, claims, damages, expenses, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, in any preliminary or amended
preliminary prospectus or in the prospectus (or the registration statement or
prospectus as from time to time amended or supplemented) or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, but only insofar as any such statement or omission was
made in reliance upon and in conformity with information furnished in writing to
the Company in connection therewith by such holder of Registrable Shares
expressly for use therein; provided, however, that such holder's obligations
-----------------
hereunder shall be limited to an amount equal to the gross proceeds to such
holder of the Registrable Shares sold in such registration. Promptly after
receipt of notice of the commencement of any action in respect of which
indemnity may be sought against such holder of Registrable Shares, the Company
will notify such holder of Registrable Shares in writing of the commencement
thereof, and such holder of Registrable Shares shall, subject to the provisions
hereinafter stated, assume the defense of such action (including the employment
of counsel, who shall be counsel satisfactory to the Company) and the payment of
expenses insofar as such action shall relate to the alleged liability in respect
of which indemnity may be sought against such holder of Registrable Shares. The
Company and each such director, officer, underwriter or controlling person shall
have the right to employ separate counsel in any such action and to participate
in the defense thereof but the fees and expenses of such counsel shall not be at
the expense of such holder of Registrable Shares unless employment of such
counsel has been specifically authorized by such holder of Registrable Shares.
Such holder of Registrable Shares shall not be liable to indemnify any person
for any settlement of any such action effected without such holder's consent.
5.06. EXCHANGE ACT REGISTRATION. In connection with any registration of
-------------------------
the resale of Registrable Shares pursuant to the preceding Sections of this
Article V, the Company will, at its expense, simultaneously cause such
Registrable Shares to be listed on any securities exchange, or included on the
NASDAQ trading system, on which the Company's Common Stock is then listed or
included. So long as the Company is subject to the reporting requirements of
either Section 13 or Section 15(d) of the Exchange Act, the Company will use its
best efforts to timely file with the Commission such information as the
Commission may require under either of said Sections; and in such event, the
Company shall use its best efforts to take all action as may be required as a
condition to the availability of Rule 144 under the Securities Act (or any
successor exemptive rule hereinafter in effect) with respect to such Common
Stock. The Company shall furnish to any holder of Registrable Shares forthwith
upon request (i) a written statement by the Company as to its compliance with
the reporting requirements of Rule 144, (ii) a copy of the most recent annual or
quarterly report of the
13
Company as filed with the Commission, and (iii) such other reports and documents
as a holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing a holder to sell any such Registrable Securities
without registration.
5.07. DAMAGES. The Company stipulates that the remedies at law of the
-------
holder of Registrable Shares in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of this
Article V are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
5.08. FURTHER OBLIGATIONS OF THE COMPANY. Whenever under the preceding
----------------------------------
Sections of this Article V, the Company is required hereunder to register
Registrable Shares, it agrees that it shall also do the following:
(a) Furnish to each selling holder such copies of each preliminary and
final prospectus and such other documents as said holder may reasonably request
to facilitate the public offering of its Registrable Shares;
(b) Use its best efforts to register or qualify the Registrable Shares
covered by said registration statement under the applicable securities or "blue
sky" laws of such jurisdictions, in the case of an underwriter registration, as
the underwriter or, otherwise, as any selling holder may reasonably request;
provided, however, that the Company shall not be obligated to qualify to do
-------- -------
business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to the service of process in suits other than
those arising out of the offer or sale of the securities covered by the
registration statement in any jurisdiction where it is not then so subject;
(c) Furnish to each selling holder upon request photocopies of
(i) an opinion of counsel for the Company, dated the effective date
of the registration statement, and
(ii) "comfort" letters signed by the Company's independent public
accountants who have examined and reported on the Company's financial
statements included in the registration statement, to the extent permitted
by the standards of the American Institute of Certified Public Accountants,
covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and (in the case of the
accountants' "comfort" letters) with respect to events subsequent to the date of
the financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants' "comfort" letters delivered to the underwriters in
underwritten public offerings of securities, to the extent that the Company is
required to deliver or cause the delivery of such opinion or "comfort" letters
to the underwriters in an underwritten public offering of securities;
14
(d) Subject to the third sentence of Section 4.01(c), permit each
selling holder or his counsel or other representatives to inspect and copy such
corporate documents and records as may reasonably be requested by them;
(e) Furnish to each selling holder, upon request, a copy of all
documents filed and all correspondence from or to the Commission in connection
with any such offering; and
(f) Use its best efforts to insure the obtaining of all necessary
approvals from the National Association of Securities Dealers, Inc.
5.09 EXPENSES. In case of a registration under the preceding Sections of
--------
this Article V, the Company shall bear all costs and expenses of each such
registration, including without limitation printing, legal and accounting
expenses, Commission and National Association of Securities Dealers, Inc. filing
fees and expenses, and "blue sky" fees and expenses and the reasonable fees and
disbursements of not more than one counsel for the selling holders of
Registrable Shares in connection with the registration of their Registrable
Shares; provided, however, that the Company shall have no obligation to pay or
-------- -------
otherwise bear any portion of the underwriters, commissions or discounts
attributable to the Registrable Shares.
The Company shall pay all expenses in connection with any registration
initiated pursuant to this Agreement which is withdrawn, delayed or abandoned at
the request of the Company, unless such registration is withdrawn, delayed or
abandoned solely because of any actions of the holders of Registrable Shares.
5.10. DELAY OF REGISTRATION. For a period not to exceed ninety (90) days,
---------------------
the Company shall not be obligated to prepare and file, or prevented from
delaying or abandoning, a registration statement pursuant to this Agreement at
any time when the Company, in its good faith judgment with advice of counsel,
reasonably believes:
(a) that the filing thereof at the time requested, or the offering of
Registrable Shares pursuant thereto, would materially and adversely affect (a) a
pending or scheduled public offering of the Company's securities, (b) an
acquisition, merger, recapitalization, consolidation, reorganization or similar
transaction by or of the Company, (c) preexisting and continuing negotiations,
discussions or pending proposals with respect to any of the foregoing
transactions, or (d) the financial condition of the Company in view of the
disclosure of any pending or threatened litigation, claim, assessment or
governmental investigation which may be required thereby; and
(b) that the failure to disclose any material information with respect
to the foregoing would cause a violation of the Securities Act or the Exchange
Act.
ARTICLE VI
DEFINITIONS
15
6.01. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms
---------------------
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):
"Agreement" means this Common Stock and Warrant Purchase Agreement as from
time to time amended and in effect between the parties.
"Commission" means the Securities and Exchange Commission or any other or
successor agency then administering the Securities Act or the Exchange Act.
"Company" means and shall include View Tech, Inc. and its successors and
assigns.
"Common Stock" includes the Company's Common Stock, $0.0001 par value per
share, as authorized on the date of this Agreement and any other securities into
which or for which any of such Common Stock may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.
"Exchange Act" means the Securities Exchange Act of 1934 or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.
"Material Adverse Effect" means, with respect to any Person, any material
adverse effect upon its business, properties, operations or condition, financial
or otherwise.
"Person" means an individual, corporation, partnership, joint venture,
trust, or unincorporated organization, or a government or any agency or
political subdivision thereof.
"Purchaser" means and shall include not only Telcom Holding, LLC but also
any other holder or holders of any of the Purchased Shares or Warrants.
"Registrable Shares" means and shall include the Purchased Shares and the
Warrant Shares.
"Securities Act" means the Securities Act of 1933 or any similar federal
statute, and the rules and regulations of the Securities and Exchange Commission
(or of any other federal agency then administering the Securities Act)
thereunder, all as the same shall be in effect at the time.
"Securities Filings" means, collectively, the Company's Form 10K-SB dated
September 29, 1996 and any filing of the Company with the Commission thereafter
pursuant to the Securities Act or the Exchange Act, including its Joint Proxy
Statement/Prospectus dated November 5, 1996, its Form 10Q-SB dated November 14,
1996, its Form 8-K dated November 29, 1996 and its Form 8-K/A-1 dated October
30, 1996, in each case as filed with the Commission.
"Subsidiary" or "Subsidiaries" means any corporation, limited liability
company or other Person of which the Company and/or any of its other
Subsidiaries (as herein defined)
16
directly or indirectly owns at the time fifty percent (50%) or more of the
outstanding shares, membership interests or other equity interests of every
class of such Person other than directors' qualifying shares.
"Warrants" shall have the meaning assigned to that term in Section 1.01.
ARTICLE VII
MISCELLANEOUS
7.01. No Waiver; Cumulative Remedies. No failure or delay on the part of
------------------------------
the Purchaser, or any other holder of the Purchased Shares or Warrants in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
7.02. Amendments, Waivers and Consents. Any provision in this Agreement
--------------------------------
or the Warrants to the contrary notwithstanding, changes in or additions to this
Agreement may be made, and compliance with any covenant or provision herein or
therein set forth may be omitted or waived, if the Company shall obtain the
consent thereto in writing from the holder or holders of at least fifty percent
(50%) of the Warrant Shares. Any waiver or consent may be given subject to
satisfaction of conditions stated therein and any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. Written notice of any waiver or consent effected under this Subsection
shall promptly be delivered by the Company to any holders who did not execute
the same.
7.03. Addresses for Notices, etc. All notices, requests, demands and
--------------------------
other communications provided for hereunder shall be in writing (including
telegraphic communication) and mailed or telegraphed or delivered to the
applicable party at the addresses indicated below:
If to the Company: View Tech, Inc.
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
with a copy to: Xxxxxxx, Phleger & Xxxxxxxx
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
Attention: V. Xxxxxx Xxxxxx, Esq.
17
If to the Purchaser: Telcom Holding, LLC
c/o The O'Brien Group, Inc.
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Manager
with a copy to: Jager, Smith, Xxxxxxx & Xxxxx, P.C.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Esq.
If to any other holder of the Purchased Shares or Warrants: at such holder's
address for notice as set forth in the register maintained by the Company, or,
as to each of the foregoing, at such other address as shall be designated by
such Person in a written notice to the other party complying as to delivery with
the terms of this Section. All such notices, requests, demands and other
communications shall, when mailed or telegraphed, respectively, be effective
when deposited in the mails or delivered to the telegraph company, respectively,
addressed as aforesaid.
7.04. COSTS, EXPENSES AND TAXES. The Company agrees to pay within thirty
-------------------------
(30) days after demand (i) all costs and expenses of the Purchaser in connection
with the preparation, execution and delivery of this Agreement, the Purchased
Shares, the Warrants and other instruments and documents to be delivered
hereunder, including the reasonable fees and out-of-pocket expenses of Jager,
Smith, Xxxxxxx & Xxxxx, P.C., counsel for the Purchaser, with respect thereto,
but not exceeding $25,000 in the aggregate, as well as (ii) the reasonable fees
and out-of-pocket expenses of legal counsel, independent public accountants and
other outside experts reasonably retained by the Purchaser in connection with
the amendment (other than an amendment requested by the Purchaser) or
enforcement of this Agreement, the Warrants and other instruments and documents
to be delivered hereunder or thereunder. In addition, the Company shall pay any
and all stamp and other taxes payable or determined to be payable in connection
with the execution and delivery of this Agreement, the Purchased Shares, the
Warrants and the other instruments and documents to be delivered hereunder or
thereunder and agrees to save the Purchaser harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and filing fees.
7.05. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon
--------------------------
and inure to the benefit of the Company and the Purchaser and their respective
successors and assigns, except that the Company shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Purchaser.
7.06. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
------------------------------------------
warranties made in this Agreement, the Warrants or any other instrument or
document delivered in connection herewith or therewith, shall survive the
execution and delivery hereof or thereof and the making of the loans.
18
7.07. PRIOR AGREEMENTS. This Agreement constitutes the entire agreement
----------------
between the parties and supersedes any prior understandings or agreements
concerning the subject matter hereof.
7.08. SEVERABILITY. The invalidity or unenforceability of any provision
------------
hereof shall in no way affect the validity or enforceability of any other
provision.
7.09. GOVERNING LAW. This Agreement shall be governed by, and construed
-------------
in accordance with, the laws of the State of Delaware.
7.10. HEADINGS. Article, Section and Subsection headings and the Table of
--------
Contents in this Agreement are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.
7.11. SEALED INSTRUMENT. This Agreement is executed as an instrument
-----------------
under seal.
7.12. COUNTERPARTS. This Agreement may be executed in any number of
------------
counterparts, all of which taken together shall constitute one and the same
instrument, and each of the parties hereto may execute this Agreement by signing
any such counterpart.
7.13. FURTHER ASSURANCES. From and after the date of this Agreement, upon
------------------
the request of the Purchaser, the Company and each Subsidiary shall execute and
deliver such instruments, documents and other writings as may be necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement and the Warrants.
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
VIEW TECH, INC.
BY: /s/ Xxxxxx X. Xxxxxxxx
______________________
XXXXXX X. XXXXXXXX
CHIEF EXECUTIVE OFFICER
TELCOM HOLDING, LLC
BY: /s/ Xxxx X. X'Xxxxx
______________________
XXXX X. X'XXXXX
MANAGER
20
