REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights
Agreement"), dated September 22, 1999, by and between uniView
Technologies Corporation, a Texas corporation (the "Company"), and Zirca
Corporation, a Texas corporation ("Zirca").
WHEREAS, Zirca and the Company are parties to that certain
Acquisition Agreement (the "Acquisition Agreement"), of even date
herewith;
WHEREAS, pursuant to the Acquisition Agreement, Zirca will be issued
360,000 shares of the Company's Common Stock, par value $.10 per share
(the "Company's Common Stock") in addition to cash as consideration for
the purchase of the assets of Zirca;
WHEREAS, to induce Zirca to enter into the Acquisition Agreement,
the Company has agreed to grant the registration and other rights
contained in this Registration Rights Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
1. Definitions. As used in this Registration Rights Agreement,
the following terms have the meanings indicated. Capitalized terms used
but not defined herein shall have the respective meanings assigned to
such terms in the Acquisition Agreement.
(a) The term "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act of
1933, as amended (the "Act"), and the declaration or ordering of
effectiveness of such registration statement or document.
(b) The term "Registrable Securities" means the shares of the
Company's Common Stock issued to Zirca pursuant to the Acquisition
Agreement, any stock or other securities into which or for which such
shares may hereafter be changed, converted or exchanged, and any other
securities issued to the Holders of such shares of Company's Common Stock
(or such shares into which or for which such shares are so changed,
converted or exchanged) upon any reclassification, share combination,
share subdivision, share dividend, merger consolidation or similar
transactions or events; provided that any such securities shall cease to
be Registrable Securities to the extent that (i) a registration statement
with respect to the sale of such securities shall have become effective
under the Act, and such securities shall have been disposed of in
accordance with the plan of distribution set forth in such registration
statement, or (ii) such securities shall have been transferred pursuant
to Rule 144 promulgated under the Act.
(c) The "Registrable Securities then outstanding" will be
determined by the number of shares outstanding which are Registrable
Securities.
(d) The term "Capital Stock" means any and all shares,
interests, participations, or other equivalents (however designated) of
capital stock, or any and all equivalent ownership interests.
(e) The term "Holder" means Zirca, or any assignee thereof in
accordance with Section 10.
(f) "Market Value" as of any date with respect to any security
means the average of the Quoted Prices of such security for the twenty
(20) consecutive trading days immediately preceding such date; provided,
however, that, if any stock split, stock dividend, subdivision or
combination of Common Stock or issuance of Common Stock occurs with
respect to such security during the period from the first of such
consecutive trading days through the last of such consecutive trading
days, the computation of Market Value shall be appropriately adjusted to
take account of such event. If at any time such security is not listed or
traded on any national securities exchange or quoted on Nasdaq or in the
over-the-counter market, the Market Value shall be deemed an amount
mutually agreed upon between the Company and Zirca, and if no agreement
can be reached, then the Market Value of such security as of any date
shall be the fair market value thereof as determined by an independent
nationally recognized investment banking firm selected by investment
banking firms chosen by each of the Company and Zirca. The Company and
Zirca shall share equally all costs of all determinations of fair market
value by such nationally recognized investment banking firm.
(g) "Nasdaq" means the Nasdaq Stock Market.
(h) "Quoted Price" of any security for any date shall be the
last reported sales price (or, in case no such sale takes place on such
date, the average of the reported closing bid and ask prices) of such
security as reported by the principal national securities exchange on
which such security is listed or traded, or as reported by Nasdaq or if
such security is neither so reported nor so listed or so traded, the
average of the last reported bid and ask prices of such security in the
over-the-counter market on such date.
2. Request for Registration.
(a) If the Company receives at any time after the date which
is six (6) months after the date hereof, a written request from a
Holder(s) that the Company file a registration statement under the Act
covering the registration of such Holder's or Holders' Registrable
Securities (the "Initiating Holders"), then the Company will, within ten
(10) days of the receipt thereof, give written notice of such request to
all Holders and will, subject to the limitations set forth below and of
subsection 2(b), effect as soon as practicable, and in any event shall
use its best efforts to file within thirty (30) days after the expiration
of the thirty (30) day period described below in this sentence, and to
cause to become effective within sixty (60) days after the initial
filing, a registration statement under the Act of all Registrable
Securities then outstanding which the Holders request to be registered
within thirty (30) days of the mailing of such notice by the Company.
(b) In the event that any registration pursuant to this
Registrations Rights Agreement shall involve, in whole or in part, an
underwritten offering, the Company shall have the right to designate the
underwriter or underwriters (the "Underwriter"), including the lead
managing underwriter of such underwritten offering; provided such
Underwriters are nationally recognized. In such event, the right of any
Holder to include such Holder's Registrable Securities in such
registration will be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting (unless otherwise mutually agreed by 66.7 % in interest
of the Selling Holders and such Holder) to the extent provided in this
Registration Rights Agreement. All Holders proposing to distribute their
securities through such underwriting will (together with the Company as
provided in subsection 4(g)) enter into an underwriting agreement in
customary form with the Underwriter. Notwithstanding any other provision
of this Section 2, if the Underwriter advises the Selling Holders and the
Company in writing that marketing factors require a limitation of the
number of shares to be underwritten, then the Company will so advise all
Selling Holders of Registrable Securities which would otherwise be
underwritten pursuant to this Registration Rights Agreement, and the
number of shares of Registrable Securities that may be included in the
underwriting will be allocated among all Selling Holders thereof,
including the Initiating Holders, in proportion (as nearly as
practicable) to the amount of Registrable Securities then outstanding
owned by each Selling Holder; provided, however, that the number of
shares of Registrable Securities to be included in such underwriting will
not be reduced unless all other securities are first entirely excluded
from the underwriting.
(c) Notwithstanding the foregoing, the Company is obligated to
effect only one (1) such registration pursuant to this Registration
Rights Agreement; provided, however, that the Company shall be deemed to
fulfill such obligation only (i) if the number of shares of Registrable
Securities included in the registration statement has not been reduced
pursuant to subsection 2(b) and (ii) when such registration has become
effective and remained effective in compliance with the provisions of the
Act with respect to the disposition of all Registrable Securities covered
by such registration statement and all of such Registrable Securities
have been disposed of by the Holder; and, provided further, that the
Company will pay all registration expenses in connection with any
registration initiated at the request of a Holder to the extent provided
below in Section 6.
(d) Notwithstanding the foregoing, if the Company furnishes to
Holders requesting a registration statement pursuant to this Section 2, a
certificate signed by the Chief Executive Officer of the Company stating
that in the good faith judgment of the Company, it would be materially
detrimental to the Company and its stockholders for a registration
statement to be filed or for sales to occur under an effective
registration statement and it is therefore essential to defer the filing
of or sales under such registration statement, the Company will have the
right to (i) defer taking action with respect to such filing, for a
period of not more than ninety (90) days after receipt of the request of
the Initiating Holders; or (ii) if the registration statement is
effective, request each Holder of securities thereunder not to (and upon
receipt of such request each such Holder agrees not to) make any sales
pursuant thereto for a period not to exceed five (5) days following such
request; provided, however, that during either such period, the Company
shall not be entitled to file any other registration statement relating
to the Company's securities pursuant to any other outstanding
registration rights agreement or for any other secondary offering; and
provided further, that the Company shall not have the right to so defer
such action more than once in each case in any twenty-four (24) month
period.
3. Company Registration.
(a) The Company shall file a registration statement no later
than the date which is five (5) months after the date of this
Registration Rights Agreement, which registration statement shall include
the 360,000 shares of the Company's Common Stock.
(b) If at any time after the date hereof (but without any
obligation to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for stockholders other
than the Holders and including the registration statement required to be
filed within five (5) months after the date hereof pursuant to Section
3(a) above) any of its Common Stock under the Act in connection with the
public offering of such securities solely for cash (other than a
registration of securities solely in connection with mergers,
acquisitions, dividend reinvestment plans or stock option or award or
other executive or employee benefit or compensation plans), or a
registration on any form which does not include substantially the same
information as would be required to be included in a registration
statement covering the sale of the Registrable Securities), the Company
will, at such time, promptly give each Holder written notice of such
registration no less than ten (10) days prior to the proposed filing date
of such registration. Upon the written request of each Holder given
within a ten (10) day period after receipt by such Holder of such notice
by the Company, the Company will, subject to the provisions of Section 7,
cause to be included in such registration under the Act all of the
Registrable Securities that each such Holder has requested to be
registered. The registration expenses of the Holders of the Registrable
Securities incurred pursuant to this Section 3 shall be paid by the
Company to the extent provided in Section 6 below. Notwithstanding the
foregoing, the Company is obligated to accept a request from a Holder to
include the Registrable Securities that each such Holder has requested to
be registered pursuant to this Section 3 no more than five (5) times;
provided, however, that the Company shall be deemed to fulfill such
obligation only (i) if the number of shares of Registrable Securities
included in the registration statement has not been reduced, and (ii)
when such registration has become effective and remained effective in
compliance with the provisions of the Act with respect to the disposition
of all Registrable Securities covered by such registration statement and
all of such Registrable Securities have been disposed of by the Holder.
4. Obligations of the Company. Whenever required under this
Registration Rights Agreement to effect the registration of any
Registrable Securities then outstanding, the Company will, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become effective within 60 days
after such filing, and to keep such registration statement effective to
the extent permitted by and subject to applicable law as necessary for
all Selling Holders in such registration to have disposed of their
Registrable Securities.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Holders such numbers of copies of the
registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement, including a
preliminary prospectus, in conformity with the requirements of the Act,
and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify by no later
than the effective date of the registration statement the securities
covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as will be reasonably requested in
writing by the Holders, and take all other actions which may be
reasonably necessary or advisable to enable the disposition of the
Registrable Securities of the Holder in such jurisdictions covered by
such registration statement; provided that the Company will not be
required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any
such states or jurisdictions.
(e) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of
the circumstances then existing.
(f) Use its efforts to obtain all other approvals, covenants,
exemptions or authorizations from such governmental agencies or
authorities as may be necessary to enable the Holder to consummate the
disposition of such Registrable Securities.
(g) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in
usual and customary form, with the managing underwriter of such offering.
Each Holder participating in such underwriting will also enter into and
perform its obligations under such an agreement.
(h) Use its best efforts to furnish, at the request of 66.7%
in interest of the Selling Holders requesting registration of Registrable
Securities pursuant to this Registration Rights Agreement, on the date
that such Registrable Securities are delivered to the underwriters for
sale in connection with a registration pursuant to this Registration
Rights Agreement, if such securities are being sold through underwriters,
or, in the case of (ii) below, if such securities are not being sold
through underwriters, on the date that the registration statement with
respect to such securities becomes effective, (i) an opinion, dated such
date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to
underwriters in such an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of
Registrable Securities, and (ii) a letter dated such date, from the
independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public
accountants to underwriters in such an underwritten public offering,
addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities.
(i) Cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are
then listed not later than the effective date of such registration
statement, or, if similar securities are reported on Nasdaq or quoted in
the over-the-counter market, cause all such Registrable Securities to be
reported on Nasdaq or quoted in the over-the-counter market. If such
Registrable Securities are not then listed on a national securities
exchange or reported on Nasdaq or quoted in the over-the-counter market,
use reasonable efforts to facilitate the listing, reporting or quoting of
such Registrable Securities on a national securities exchange, Nasdaq or
in the over-the-counter market, as the case may be.
(j) Provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such
registration statement.
(k) Make available for reasonable inspection by any Holder
participating in such registration, any underwriter participating in any
disposition pursuant to such registration statement, any accountant or
other agent retained by Zirca on behalf of such Holders or any one
counsel selected by Zirca on behalf of such Holders as a group, all
financial and other records, pertinent corporate documents and properties
of the Company reasonably requested, and cause the Company's officers,
directors, employees and independent accountants to supply information
reasonably requested by any Holder or any such underwriter, attorney,
accountant or agent in connection with such registration statement;
provided that the Company shall be under no obligation to disclose
proprietary or privileged non-public information that the Company, in the
opinion of the Company's counsel, is not required to be disclosed in such
registration statement or in any prospectus in connection therewith.
(l) Advise the Holders participating in such registration
after the Company shall receive notice or obtain knowledge thereof, of
the issuance of any stop order by the SEC suspending the effectiveness of
such registration statement or the initiation or threatening of any
proceeding for such purpose and promptly use all reasonable efforts to
prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued.
(m) Within a reasonable period prior to the filing of any
registration statement or prospectus, or any amendment or supplement to
such registration statement or prospectus, furnish a copy thereof to the
Holders participating in such registration and, except with respect to
any registration pursuant to Section 3, refrain from filing any such
registration statement, prospectus, amendment or supplement to which one
counsel, selected by Zirca on behalf of such Holders as a group, shall
have reasonably objected to on the grounds that such document does not
comply in all material respects with the requirements of the Act or the
rules and regulations thereunder, unless, in the case of an amendment or
supplement, in the opinion of counsel for the Company the filing of such
amendment or supplement is reasonably necessary to protect the Company
from any liabilities under the applicable federal or state law and such
filing will not violate applicable laws.
(n) Otherwise use its reasonable best efforts to comply with
all applicable rules and regulations of the SEC, and make available to
its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve (12) months beginning
with the first day of the Company's first full fiscal quarter after the
effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Act and Rule 158
thereunder.
5. Furnishing of Information. It will be a condition precedent to
the obligations of the Company to take any action pursuant to this
Registration Rights Agreement with respect to the Registrable Securities
of any Selling Holder that such Selling Holder will furnish to the
Company such information regarding itself, the Registrable Securities
held by it, and the intended method of disposition of such securities as
will be required to effect the registration of such Holder's Registrable
Securities.
6. Expenses of Registration. The Company shall bear all expenses
other than Selling Holder Expenses (as defined below) incurred in any
Registration, including, without limitation, all registration and filing
fees (including all expenses incident to filing with the NASD), messenger
and delivery expenses, fees and expenses of complying with federal and
state securities and Blue Sky laws, printing expenses and fees and
disbursements of the independent certified public accountants (including
for any special audits) and fees for the Company's counsel. Each Selling
Holder shall bear his or her equitable share of any Selling Holder
Expenses. "Selling Holder Expenses" shall consist of (i) Selling
Holder's legal, accounting, consulting and advisory fees and costs and
(ii) any proportionate share of brokerage or underwriting fees, expenses
or commissions.
7. Underwriting Requirements. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the
Company will not be required under Section 3 to include any of the
Holders' securities in such underwriting unless they accept the terms of
the underwriting (which shall in all cases be reasonable) as agreed upon
between the Company and the underwriters selected by the Company (or by
other persons entitled to select the underwriters). If the underwriter
delivers a written opinion to the Selling Holders and the Company that
the total amount of securities, including Registrable Securities,
requested by such Selling Holders to be included in such offering exceeds
the amount of securities to be sold other than by the Company that the
underwriters determine in their sole discretion is compatible with the
success of the offering, then the Company will be required to include in
the offering only that number of such securities, including Registrable
Securities, which the underwriters determine in their sole discretion
will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among all selling stockholders
according to the total amount of registrable securities then outstanding
entitled or, in the alternative, requested to be included therein owned
by each selling stockholder or in such other proportions as will mutually
be agreed to by such selling stockholders) but, in no event will any
shares being sold by a stockholder exercising a demand registration right
similar to that granted in Section 2 be required to be excluded from such
offering.
8. Indemnification. If any Registrable Securities are included in
a registration statement under this Registration Rights Agreement:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder and their respective partners, officers,
employees, directors and agents, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Act, or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any
other violation or alleged violation of the Act, the Exchange Act, state
securities laws or any rule or regulation promulgated under the Act, or
the Exchange Act or state securities laws; and the Company will pay to
each such Holder, any legal or other expenses reasonably incurred by them
(as incurred) in connection with investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 8(a) will not apply to
amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company
(which consent will not be unreasonably withheld or delayed), nor will
the Company be liable in any such case to any Holder for any such loss,
claim, damage, liability, or action to the extent that it arises out of
or is based upon a Violation (other than alleged violations) as
ultimately determined by a final judgment of a court of competent
jurisdiction which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such
registration by such Holder.
(b) To the extent permitted by law, each Selling Holder will
indemnify and hold harmless the Company and each of its officers,
employees, directors and agents, against any losses, claims, damages or
liabilities (joint or several) to which any of the foregoing persons may
become subject under the Act, or the Exchange Act, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any Violation (other than alleged
violations), in each case to the extent (and only to the extent) that
such Violation consists of any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or (ii) the omission or
alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading, or
(iii) any other violation or alleged violation of the Act, the Exchange
Act, state securities laws or any rule or regulation promulgated under
the Act, or the Exchange Act or state securities laws , made in reliance
upon and in conformity with written information furnished by such Holder
expressly for use in such registration statement as ultimately determined
by a final judgment of a court of competent jurisdiction; and each such
Holder will pay any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this subsection 8(b) (as
incurred), in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 8(b) will not apply to
amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Holder,
which consent will not be unreasonably withheld or delayed; and, provided
further, that in no event will any indemnity under this subsection 8(b)
exceed the net proceeds from the offering received by such Holder.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this
Section 8, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party will have the right to
participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one
counsel) will have the right to retain one separate counsel, with the
reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party is inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented
by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend
such action, will relieve such indemnifying party of any liability to the
indemnified party under this Section 8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under
this Section 8. The payments required by this Section 8 will be made
periodically throughout the course of investigation or defense, as and
when bills are received or expenses incurred, provided that the
indemnified party seeking reimbursement of expenses hereunder undertakes
in a writing reasonably satisfactory to the indemnifying party, to repay
all amounts previously paid over to the indemnified party if it is
ultimately determined (by a final judgment of a court of competent
jurisdiction) that such party is not entitled to indemnification
hereunder.
(d) If the indemnification provided for in this Section 8 is
held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party to this Registration Rights
Agreement, will contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage, or expense as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party will be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or
omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten
public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement will control.
(f) The obligations of the Company and Holders under this
Section 8 will survive the completion of any offering of Registrable
Securities in a registration statement under this Registration Rights
Agreement, and otherwise.
9. Reports Under the Exchange Act. With a view to making available
to the Holders the benefits of Rule 144 or other comparable provision of
the Act ("Rule 144") promulgated under the Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant
to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times after the date
hereof;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Exchange Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon written request (i) a written
statement by the Company that it has complied in all material respects
with the reporting requirements of Rule 144, the Act and the Exchange Act
(at any time after it has become subject to such reporting requirements),
or that it qualifies as a registrant whose securities may be resold
pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company with the SEC, and (iii)
such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC which permits the selling of
any such securities without registration or pursuant to such form.
10. Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Registration
Rights Agreement may be assigned (but only with all related obligations)
by a Holder to transferee(s) or assignee(s) of such securities who, after
such assignment or transfer, holds Registrable Securities; provided the
Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee(s) or
assignee(s) and the securities with respect to which such registration
rights are being assigned. Notwithstanding any assignment by a Holder of
its registration and other rights hereunder in connection with its
transfer of Registrable Securities, such Holder shall retain all such
registration and other rights under this Registration Rights Agreement in
respect of those Registrable Securities that it continues to hold.
11. No Inconsistent Agreements; Limitations on Subsequent
Registration Rights.
(a) The Company represents and warranties to Zirca that it is
not a party to any agreement with respect to its securities which would
prohibit it from fully performing its obligations hereunder.
(b) From and after the date of this Registration Rights
Agreement, the Company will not, without the prior written consent of the
Holders of the then outstanding Registrable Securities, enter into any
agreement with any holder or prospective holder of any securities of the
Company which would allow such holder or prospective holder to include
such securities in any registration filed under Section 2, unless under
the terms of such agreement, such holder or prospective holder may
include such securities in any such registration only to the extent that
the inclusion of his securities will not reduce the amount of the
Registrable Securities of the Holders which is included therein.
12. Limitation on Sales. Holders shall sell no more than an
aggregate of 90,000 shares of Common Stock in any six-month period.
13. Termination of Registration Rights. No Holder will be entitled
to exercise any right provided for in this Registration Rights Agreement
after five (5) years following the date hereof.
14. Adjustments Affecting Registrable Securities. The Company will
not take any action, or permit any change to occur, with respect to its
securities which would adversely affect the ability of the Holders to
include Registrable Securities in a registration undertaken pursuant
hereto. However, nothing in this Registration Rights Agreement shall
limit the Company's ability to register, offer and sell securities.
15. Amendments and Waivers. The provisions of this Registration
Rights Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has
obtained the written consent of the Holders.
16. Notices. Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Registration Rights Agreement shall be
sufficiently given or made if in writing and either delivered in person
with receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
(a) in the case of the Company, to:
uniView Technologies Corporation
00000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxxx, CEO
(b) in the case of the Holder, to:
Zirca Corporation
00000 Xxxxxx Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx
or at such other address as may be substituted by notice given as
herein provided. The giving of any notice required hereunder may be
waived in writing by the party entitled to receive such notice. Every
notice, demand, request, consent, approval, delivery or other
communication hereunder shall be deemed to have been duly given or served
on the date on which personally delivered, with receipt acknowledged, or
three business days after the same shall have been deposited in the
United States mail. Failure or delay in delivering copies of any notice,
demand, request, approval, declaration, delivery or other communication
to the person designated above to receive a copy shall in no way
adversely affect the effectiveness of such notice, demand, request,
approval, declaration, delivery or other communication.
17. Remedies. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by
it of the provisions of this Registration Rights Agreement and hereby
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate. Accordingly, it is agreed that the
Holder shall be entitled to an injunction, restraining order or other
equitable relief to prevent breaches of this Registration Rights
Agreement and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction in the United States or any state
thereof. Such remedies shall be cumulative and nonexclusive and shall be
in addition to any other rights and remedies the parties may have under
this Registration Rights Agreement.
18. Headings. The headings of this Registration Rights Agreement
have been inserted as a matter of convenience and shall not affect the
construction hereof.
19. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect
and of the remaining provisions contained herein shall not be affected or
impaired thereby.
20. Successors and Assigns. Except as otherwise provided herein,
the terms and conditions of this Registration Rights Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any shares of
Registrable Securities). Nothing in this Registration Rights Agreement,
express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this
Registration Rights Agreement, except as expressly provided in this
Registration Rights Agreement.
21. Governing Law. This Registration Rights Agreement shall be
governed by and construed in accordance with the laws of the State of
Texas, except for its rules with regard to the conflict of laws .
22. Counterparts. To facilitate execution, this Registration
Rights Agreement may be executed in counterparts; and it shall not be
necessary that the signatures of, or on behalf of, each party, or the
signatures of all persons required to bind a party, appear on each
counterpart; but it shall be sufficient that the signature of, or on
behalf of, each party, or the signatures of the persons required to bind
any party, appear on the counterparts. All counterparts shall
collectively constitute a single agreement.
[Signatures on following page]
IN WITNESS WHEREOF, the Company and Zirca have caused this
Registration Rights Agreement to be signed in its name by its duly
authorized representative as of the date first written above.
ZIRCA CORPORATION
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: CFO
UNIVIEW TECHNOLOGIES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
