THE SHARES OF COMMON STOCK (THE "COMMON SHARES") OFFERED HEREIN
ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY.
SECURITIES PURCHASE AGREEMENT
UNIVIEW TECHNOLOGIES CORPORATION
Private Offering of Common Stock
In connection with the offer (the "Offering") and proposed issuance
of 333,331 common shares, $0.10 par value per share ("Common Shares"), of
uniView Technologies Corporation, 00000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000
(the "Company") for a total investment in the Company of $500,000, the
undersigned prospective investor(s) (the "Investor") and the Company
hereby agree as follows:
1. Subscription. The Investor hereby subscribes for the purchase of
the Common Shares and agrees to purchase the aggregate number of
Common Shares set forth on the signature line of this Agreement.
The Company, in its sole discretion and for any reason, may accept
or reject this purchase in whole or in part at any time prior to its
execution hereof (the "Closing Date").
2. Restricted Shares. Investor recognizes that the Common Shares, when
issued, will not have been registered for public sale under the
Securities Act of 1933 (the "Securities Act") or the securities laws
of any state and that the share certificate will bear a "Restricted
Stock" legend as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER SAID ACT, OR (2) AN OPINION OF COMPANY COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED."
3. 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 Investor prior notice of the filing of such
registration statement. If requested by Investor in writing within
five (5) business days after receipt of any such notice, the Company
shall register all or, at each Investor's option, any portion of the
Common Shares, concurrently with the registration of such other
securities, all to the extent requisite to permit the public
offering and sale of the Common Shares 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
Shares 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 Investor shall delay the offering and sale of
the Shares (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 each Investor to register the sale of all or
part of such Common Shares, 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 Shares 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 Investor.
4. Payment of Purchase Price. The Investor shall pay for the Common
Shares by a mutually agreed method of funding to the Company after
closing on the Softgen transaction, which is expected to be on or
before November 4, 1999, or as may be otherwise mutually agreed by
the parties (the "Closing Date.")
The parties hereby agree that, upon clearance of the funds for
payment of the purchase price, the Company shall cause Common Share
certificate(s) to be issued in the Investor's name and delivered to
Investor.
5. Company's Conditions. The Company's obligation to issue and sell
the Common Shares shall be subject to the satisfaction (or waiver by
it) of the following conditions precedent:
(a) Performance. The Investor shall have tendered payment for the
Common Shares.
(b) Representations. Each representation and warranty made by
the Investor in this agreement shall be true and correct in all
material respects as though made on and as of the Closing Date.
(c) Legality. No change shall have occurred in any law, rule or
regulation that would prohibit the consummation of any transaction
contemplated hereby.
(d) Litigation. No action, proceeding or investigation shall
have been commenced or threatened, nor shall any other judgment or
decree have been issued or be proposed to be issued by any court,
agency or authority to set aside, restrain, enjoin or prevent the
consummation of any transaction contemplated hereby.
6. Representations and Warranties. The Investor makes the
representations, declarations and warranties set forth in this
Section with the intent that the same may be relied upon in
determining the Investor's suitability as a purchaser of the Common
Shares. If the Investor includes or consists of more than one
person or entity, the obligations of the Investor shall be joint and
several and the representations and warranties herein contained
shall be deemed to be made by and be binding upon each such person
or entity and their respective legal representatives, heirs,
executors, administrators, successors and assigns.
(a) No Regulatory Review. The Investor is aware that this is a
limited private offering and that no federal, state or other agency
has made any finding or determination as to the fairness of the
investment nor made any recommendation or endorsement of the Common
Shares.
(b) Ability to Evaluate. The Investor, by reason of the
Investor's knowledge and experience in financial and business
matters, is capable of evaluating the risks and merits of an
investment in the Common Shares.
(c) Investment Intent. The Investor acknowledges that the purchase
of the Common Shares hereunder is being made for the Investor's own
account, or investment purposes only and not with the present
intention of distributing or reselling the Common Shares in whole or
in part. The Investor further understands that the Common Shares
are not being sold to the Investor in a transaction registered under
the Securities Act of 1933, as amended (the "Act"), or any other
state securities laws. As a result, the Investor understands that
there will be restrictions on the transfer and sale of the Common
Shares. The Investor further understands that the Company has
agreed to file a Registration Statement with the SEC with respect to
the Common Shares at the earliest practicable time. The Investor
hereby agrees not to sell or otherwise transfer the Common Shares
until the Investor has received notice from the Company that the
Registration Statement has been declared effective. Investor hereby
agrees to exercise the registration rights granted hereby, and to
sell the Common Shares pursuant to the registration, only in a
manner consistent with the representations and warranties made by
Investor to the Company hereunder. Investor understands that the
SEC may in its discretion comment on certain aspects of the
Registration Statement and the transaction and that such comments
may cause delay in the Registration Statement becoming effective.
Except as otherwise set forth herein, the Company shall have no
liability to Investor on account of any such delay initiated by the
SEC.
(d) Investment Information. The investor has received and reviewed
pertinent information regarding the Company, including the most
recent SEC Forms 10-K and 10-Q prior to the execution of this
Agreement and is capable of understanding and evaluating the
information contained therein. Specifically, the Investor is fully
aware of the risks relating to the business of the Company and
purchase of the Common Shares. The Investor will rely solely upon
its independent investigation and analysis in making the decision to
purchase the Common Shares. In particular, and without limiting the
generality of the foregoing, the Investor has not relied on, and the
Investor's decision to subscribe for Common Shares has not been
influenced by: (i) newspaper, magazine or other media articles or
reports related to the Company or its business; (ii) promotional
literature or other materials used by the Company for sales or
marketing purposes, or (iii) any other written or oral statement of
the Company or persons purporting to represent the Company. The
Investor has had the opportunity to discuss all aspects of this
transaction with management of the Company, has made or has had the
opportunity to make such inspection of the books and records of the
Company as the Investor has deemed necessary in connection with this
investment, and any questions asked have been answered to the
satisfaction of the Investor.
(e) Confidentiality. The Investor understands that the Offering
is confidential. The Investor has not distributed information on
the Offering to anyone other than such legal or financial advisors
as the Investor has deemed necessary for purposes of evaluating an
investment in the Common Shares.
(f) Authorization and Formation of Investor. The Investor,
if a corporation, partnership, trust or other form of business
entity, is authorized and otherwise duly qualified to purchase and
hold the Common Shares and such entity has not been formed for the
specific purposes of acquiring Common Shares in the Offering. If
the Investor is one of the aforementioned entities, it hereby agrees
that upon request of the Company it will supply the Company with any
additional written information that may be requested by the Company.
(g) Accredited Investor Status. The Investor is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D
under the Act and within the meaning of similar regulations under
state securities laws for the reasons indicated in the "Investor
Acknowledgments" accompanying this Agreement. If the Investor is an
individual, he or she is of majority age and his or her marital
status is as indicated in the "Investor Acknowledgments." If the
Investor is an entity, the person executing this Securities Purchase
Agreement on behalf of the Investor is of majority age.
7. Reliance on Representations and Warranties. The Investor
understands that the Company will rely on the representations and
warranties of the Investor herein in determining whether a sale of
the Common Shares to the Investor is in compliance with federal and
applicable state securities laws.
8. Updating Information. All of the information set forth herein
with respect to the Investor, including, without limitation, all of
the representations and warranties set forth in Paragraph 6 of this
agreement, is correct and complete as of the date hereof and, if
there should be any material change in such information prior to the
acceptance of this subscription by the Company, the Investor will
immediately furnish the revised or corrected information to the
Company.
9. Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if in writing and sent by
registered or certified mail, postage prepaid, return receipt
requested, if to the Company at the address set forth on the first
page of this Subscription Agreement, and to Investor, at the address
set forth in Paragraph 12 of this Subscription Agreement, or, to
such other address as either the Company or the Investor shall
designate to the other by notice in writing in accordance with this
Paragraph 9.
10. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of Texas.
11. Representations and Warranties of the Company. The Company
represents and warrants to Investor as follows:
(a) The Company has legal capacity, power and authority to enter
into and perform this Agreement and to consummate the transaction
contemplated hereby.
(b) This Agreement has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with
its terms.
(c) The execution and delivery of this agreement and the
performance of the obligations imposed hereunder will not result in
a violation of any order, decree or judgment of any court or
governmental agency having jurisdiction over Company or Company's
properties, will not conflict with, constitute a default under, or
result in the breach of, any contract agreement or other instrument
to which the Company is a party or is otherwise bound and no
consent, authorization or order of, or filing or registration with,
any court or governmental agency is required for the execution,
delivery and performance of this agreement.
(d) There is no litigation or proceeding or, to the best of the
Company's knowledge, threatened, against the Company which would
affect the validity or performance of this agreement.
(e) Upon consummation of the transaction contemplated hereby, the
Investor will own the Common Shares free and clear of all liens,
claims, charges and other encumbrances and the delivery of the
Common Shares to Investor pursuant to this agreement will transfer
legal and valid title thereto, free and clear of all liens, claims,
charges and other encumbrances.
(f) The Company will pay all transfer fees and expenses.
(g) The Common Shares when issued and delivered will be duly and
validly authorized and issued fully-paid and nonassessable and will
not subject the holders thereof to personal liability by reason of
being such holders. There are no preemptive rights of any
shareholder of the Company.
(h) The Company hereby agrees to indemnity and hold harmless the
Investor from and against any liability, damage, cost or expense
incurred as a result of breach by the Company of any representation,
warranty or covenant of the Company hereunder.
12. Signatures. The Investor declares under penalty of perjury that
the statements, representations and warranties contained herein and
in the following Investor Acknowledgments are true, correct and
complete and that this Securities Purchase Agreement was executed as
of October 15, 1999.
INVESTOR:
___________________ ($__________ for ________ shares @$1.50)
Tax ID: _____________
______________________________
AGREED AND ACCEPTED:
UNIVIEW TECHNOLOGIES CORPORATION
By:______________________________
Xxxxxxx X. Xxxxxx
President and CEO
APPENDIX "A"
INVESTOR ACKNOWLEDGMENTS
In order to induce uniView Technologies Corporation (the "Company")
to accept the foregoing Securities Purchase Agreement between the parties
dated as of an even date herewith, the Investor expressly acknowledges
the following by placing his or her initials (or, if the Investor is a
person other than an individual, 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 FOREGOING SECURITIES
SUBSCRIPTION AGREEMENT 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 October 15, 1999.
Official Signatory of Investor:
_______________________________
(Signature)
Name Printed: _______________________
Title: ______________________________
