CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Between
UNIVIEW TECHNOLOGIES CORPORATION,
FOUNDERS EQUITY GROUP, INC.,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Dated as of May 14, 1999
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"),
dated as of May 14, 1999, between uniView Technologies Corporation, a
Texas corporation (the "Company"), Founders Equity Group, Inc.,
("Founders"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. Founders,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are each referred to herein
as a "Purchaser" and are collectively referred to herein as the
"Purchasers."
WHEREAS, subject to the terms and conditions set forth in this
Agreement, the Company desires to issue and sell to the Purchasers, and
the Purchasers desire to acquire from the Company, shares of the
Company's 6% Series 1999-C Convertible Preferred Stock, par value $1.00
per share (the "Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇").
IN CONSIDERATION of the mutual covenants contained in this
Agreement, the Company and each Purchaser agree as follows:
ARTICLE I
PURCHASE AND SALE OF PREFERRED SHARES
1.1 Purchase and Sale.
(a) Subject to the terms and conditions set forth herein, the
Company shall issue and sell to the Purchasers, and the Purchasers,
severally and not jointly, shall purchase from the Company 44 shares of
Series 1999-C Preferred (the "Series 1999-C Shares").
(b) The Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ shall have the respective rights,
preferences and privileges set forth and incorporated into a Certificate
of Designation (the "Series 1999-C Designation") to be approved by the
Purchasers and the Company's Board of Directors and filed by the Company
with the Secretary of State of Texas.
For purposes of this Agreement, "Conversion Price," "Original Issue
Date," "Conversion Date" and "Trading Day" and shall have the meanings
set forth in the Series 1999-C Designation.
1.2 Purchase Price. The purchase price per Share shall be
$25,000.
1.3 Closing.
(i) The closing of the purchase and sale of the Series 1999-C
Shares (the "Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇") shall take place on May 14, 1999.
The date of the Series 1999-C Closing is hereinafter referred to as the
"Series 1999-C Closing Date." At the Series 1999-C Closing, the Company
shall sell and issue to the Purchasers, and the Purchasers shall,
severally and not jointly, purchase from the Company, forty-four (44)
Series 1999-C Shares for an aggregate purchase price of $1,100,000 (the
"Series 1999-C Purchase Price").
(ii) At the Series 1999-C Closing, (a) immediately after
receipt of the Purchase Price therefor, the Company shall deliver to each
Purchaser stock certificates representing the Series 1999-C Shares
purchased by such Purchaser as set forth next to such Purchaser's name on
Schedule 1 attached hereto, each registered in the name of such
Purchaser, and all other documents, instruments and writings required to
have been delivered at or prior to the Series 1999-C Closing by the
Company pursuant to this Agreement, dated the date hereof, by and between
the Company and the Purchasers, and (b) each Purchaser shall deliver to
the Company (i) the portion of the Series 1999-C Purchase Price set forth
next to its name on Schedule 1, in United States dollars in immediately
available funds by wire transfer to an account designated in writing by
the Company for such purpose on or prior to the Series 1999-C Closing
Date, and (ii) all documents, instruments and writings required to have
been delivered at or prior to the Series 1999-C Closing by such Purchaser
pursuant to this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations, Warranties and Agreements of the Company. The
Company hereby makes the following representations and warranties to the
Purchasers:
(a) Organization and Qualification. The Company is a corporation,
duly incorporated, validly existing and in good standing under the laws
of the State of Texas, with the requisite corporate power and authority
to own and use its properties and assets and to carry on its business as
currently conducted.
(b) Authorization; Enforcement. 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) Issuance of Shares. The Shares are duly authorized, and when
issued and paid for in accordance with the terms hereof, shall be validly
issued, fully paid and nonassessable, free and clear of all liens,
encumbrances and rights of first refusal of any kind (collectively,
"Liens"). The Company has and, at all times while the Shares are
outstanding will maintain an adequate reserve of duly authorized shares
of Common Stock to enable it to perform its obligations under this
Agreement and the Certificate of Designation with respect to the number
of Shares issued and outstanding at the Closing Date. The shares of
Common Stock issuable upon conversion of the Shares, which may be issued
as payment of dividends on the Shares are collectively referred to herein
as the "Underlying Shares." When issued in accordance with the
Certificate of Designation, the Underlying Shares will be duly
authorized, validly issued, fully paid and nonassessable, free and clear
of all Liens.
(d) No Conflicts. 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.
(e) Consents and Approvals. The Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state,
local or other governmental authority or other person in connection with
the execution, delivery and performance by the Company of this Agreement,
other than (i) the approval of the Company's Board of Directors and the
filing of the Certificate of Designation with respect to the Preferred
Stock with the Secretary of State of Texas, (ii) the filing of Underlying
Shares Registration Statements with the Securities and Exchange
Commission (the "Commission"), which shall be filed in accordance with
and in the time periods set forth in this Agreement, (iii) the
application(s) or any letter(s) acceptable to the Nasdaq Stock Market for
the listing of the Underlying Shares with the Nasdaq Stock Market (and
with any other national securities exchange or market on which the Common
Stock is then listed), and (iv) any filings, notices or registrations
under applicable state securities laws.
(f) Litigation; Proceedings. Except as specifically set forth in
the SEC Documents (as defined below), there is no action, suit, notice of
violation, proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company or any of its
Subsidiaries or any of their respective properties before or by any
court, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) which (i) adversely affects or
challenges the legality, validity or enforceability of this Agreement or
the Preferred Stock or (ii) could reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.
(g) Private Offering. Neither the Company nor any Person acting on
its behalf has taken or will take any action which might subject the
offering, issuance or sale of the Securities to the registration
requirements of the Securities Act of 1933, as amended (the "Securities
Act").
(h) SEC Documents; Financial Statements; No Adverse Change. The
Company has filed all reports required to be filed by it under the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
the three years preceding the date hereof (or such shorter period as the
Company was required by law to file such material) (the foregoing
materials being collectively referred to herein as the "SEC Documents")
on a timely-basis or has received a valid extension of such time of
filing and has filed any such SEC Documents prior to the expiration of
any such extension. Since the date of the financial statements included
in the Company's last filed Quarterly Report on Form 10-Q, there has been
no event, occurrence or development that has had a Material Adverse
Effect which has not been specifically disclosed to the Purchasers by the
Company.
(i) Seniority. No class of equity securities of the Company is
senior to the Preferred Stock in right of payment, whether upon
liquidation, dissolution or otherwise.
(j) Investment Company. The Company is not, and is not controlled
by or under common control with an affiliate (an "Affiliate") of, an
"investment company" within the meaning of the Investment Company Act of
1940, as amended.
(k) Certain Fees. No fees or commissions will be payable by the
Company to any broker, financial advisor, finder, investment banker, or
bank with respect to the transactions contemplated by this Agreement,
except as otherwise agreed in writing. The Purchasers shall have no
obligation with respect to any fees or with respect to any claims made by
or on behalf of other Persons for fees of a type contemplated in this
Section 2.1(k) that may be due in connection with the transactions
contemplated by this Agreement.
(l) Solicitation Materials. The Company has not (i) distributed
any offering materials in connection with the offering and sale of the
Shares or the Underlying Shares other than the SEC Documents or (ii)
solicited any offer to buy or sell the Shares or the Underlying Shares by
means of any form of general solicitation or advertising. None of the
information provided to the Purchasers by or on behalf of the Company
contain any untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading.
(m) Rights of Participation. No Person, including, but not limited
to, current or former shareholders of the Company, underwriters, brokers
or agents, has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions
contemplated by this Agreement or any other Transaction Document.
2.2 Representations and Warranties of the Purchasers. Each of the
Purchasers, severally and not jointly, hereby represents and warrants to
the Company as follows:
(a) Organization; Authority. Such Purchaser is an individual or a
corporation duly incorporated or a limited liability company or limited
partnership duly formed, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or formation with the
requisite power and authority, corporate or otherwise, to enter into and
to consummate the transactions contemplated hereby and otherwise to carry
out its obligations hereunder and thereunder. The purchase by such
Purchaser of the Shares hereunder has been duly authorized by all
necessary action on the part of such Purchaser. This Agreement has been
duly executed and delivered by such Purchaser and constitutes the valid
and legally binding obligation of such Purchaser, enforceable against
such Purchaser, in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors' rights
generally and to general principles of equity.
(b) Investment Intent. Such Purchaser is acquiring the Shares and
the Underlying Shares for its own account for investment purposes only
and not with a view to or for distributing or reselling such Shares or
Underlying Shares or any part thereof or interest therein, without
prejudice, however, to such Purchaser's right, subject to the provisions
of this Agreement, at all times to sell or otherwise dispose of all or
any part of such Shares or Underlying Shares pursuant to an effective
registration statement under the Securities Act and in compliance with
applicable State securities laws or under an exemption from such
registration.
(c) Purchaser Status. At the time such Purchaser was offered the
Shares, and at each Closing Date, (i) it was and will be, an "accredited
investor" as defined in Rule 501 under the Securities Act, or (ii) such
Purchaser either alone or together with its representatives, had and will
have such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks
of the prospective investment in the Shares and the Underlying Shares,
and had and will have so evaluated the merits and risks of such
investment.
(d) Ability of Purchaser to Bear Risk of Investment. Such
Purchaser is able to bear the economic risk of an investment in the
Shares and the Underlying Shares and, at the present time, is able to
afford a complete loss of such investment.
(e) Access to Information. Each Purchaser acknowledges access to
the SEC Documents.
(f) Reliance. Each Purchaser understands and acknowledges that (i)
the Shares are being offered and sold to the Purchaser without
registration under the Securities Act in a private placement that is
exempt from the registration provisions of the Securities Act under
Section 4(2) of the Securities Act or Regulation D promulgated thereunder
and (ii) the availability of such exemption, depends in part on, and the
Company will rely upon the accuracy and truthfulness of, the foregoing
representations and such Purchaser hereby consents to such reliance.
The Company acknowledges and agrees that the Purchasers make no
representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this
Section 2.2.
ARTICLE III
OTHER AGREEMENTS OF THE PARTIES
3.1 Transfer Restrictions.
(a) If any Purchaser should decide to dispose of Shares (and upon
conversion thereof any of the Underlying Shares) held by it, each
Purchaser understands and agrees that it may do so only pursuant to an
effective registration statement under the Securities Act, to the Company
or pursuant to an available exemption from the registration requirements
of the Securities Act. In connection with any transfer of any Shares or
any Underlying Shares other than pursuant to an effective registration
statement or to the Company, the Company may require the transferor
thereof to provide to the Company a written opinion of counsel
experienced in the area of United States securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not
require registration of such transferred securities under the Securities
Act. Notwithstanding the foregoing, the Company hereby consents to and
agrees to register (i) any transfer of Shares by one Purchaser to another
Purchaser, and agrees that no documentation other than executed transfer
documents shall be required for any such transfer, and (ii) any transfer
by any Purchaser to an Affiliate of such Purchaser or to an Affiliate of
another Purchaser, or any transfer among any such Affiliates, provided
that transferee certifies to the Company that it is an "accredited
investor" as defined in Rule 501(a) under the Securities Act. Any such
transferee shall be bound by the terms of this Agreement and shall have
the rights of a Purchaser under this Agreement.
(b) Each Purchaser agrees to the imprinting, so long as is required
by this Section 3.1(b), of the following legend on the Shares:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
The Underlying Shares issuable upon conversion of Shares or as
payment of dividends thereon shall not contain the legend set forth above
if the conversion of such Shares or the payment of such dividends occurs
at any time while the Underlying Shares Registration Statement is
effective under the Securities Act or in the event there is not an
effective Underlying Shares Registration Statement at such time, if in
the written opinion of counsel to the Company experienced in the area of
United States securities laws such legend is not required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the
Commission). The Company agrees that it will provide each Purchaser,
upon request, with a certificate or certificates representing Underlying
Shares, free from such legend at such time as such legend is no longer
required hereunder.
3.2 Stop Transfer Instruction. The Company may not make any
notation on its records or give instructions to any transfer agent of the
Company which enlarge the restrictions of transfer set forth in Section
3.1.
3.3 Integration. The Company shall not sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated
with the offer or sale of the Shares or the Underlying Shares in a manner
that would require the registration under the Securities Act of the sale
of the Shares or the Underlying Shares to any Purchaser.
3.4 Listing and Reservation of Underlying Shares.
(a) The Company shall, if the Company's Common Stock is then listed
on the Nasdaq Stock Market, (i) within a reasonable time after the
Closing Date file with the Nasdaq Stock Market (as well as any other
national securities exchange or market on which the Common Stock is then
listed) an additional shares listing application or a letter acceptable
to the Nasdaq Stock Market covering and listing the Underlying Shares,
(ii) take all steps necessary to cause the Underlying Shares to be
approved for listing in the Nasdaq Stock Market (as well as on any other
national securities exchange or market on which the Common Stock is then
listed) as soon as possible thereafter, and (iii) provide to the
Purchasers evidence of such listing.
(b) The Company shall reserve for issuance upon conversion of the
Shares and for payment of dividends thereupon in shares of Common Stock
pursuant to the terms of the Certificate of Designation the number of
shares to be listed on the Nasdaq Stock Market (and such other national
securities exchange or market on which the Common Stock is then listed or
traded). Shares of Common Stock reserved for issuance upon the
conversion of the Shares shall be allocated pro rata to each of the
Purchasers in accordance with the amount of Shares issued and delivered
to such Purchaser at Closing, as applicable.
3.5 No Violation of Applicable Law. Notwithstanding any provision
of this Agreement to the contrary, if the redemption of Shares or
Underlying Shares otherwise required under this Agreement or any
applicable Certificate of Designation would be prohibited by the relevant
provisions of the Texas Business Corporation Act, such redemption shall
be effected as soon as it is permitted under such law; provided, however,
that from the 10th day after such redemption notice until such redemption
price is paid in full, interest on any such unpaid amount shall accrue at
the rate of 15% per annum.
3.6 Conversion Obligations of the Company. The Company covenants
to convert Shares and to deliver Underlying Shares in accordance with the
terms and conditions and time period set forth in the Certificate of
Designation.
3.7 Restrictions on Transactions. Purchasers shall not convert any
shares of 1999-C Preferred Stock and shall not sell any shares of the
Company's Common Stock until August 14, 1999.
3.8 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 Purchasers
prior notice of the filing of such registration statement. If requested
by Purchasers in writing within five (5) business days after receipt of
any such notice, the Company shall register all or, at each Purchaser's
option, any portion of the Underlying Shares, concurrently with the
registration of such other securities, all to the extent requisite to
permit the public offering and sale of the Underlying 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 Underlying
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
Purchaser shall delay the offering and sale of the Underlying 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 Purchaser to register the sale of all or part of such
Underlying 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 Underlying 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 Purchaser.
ARTICLE IV
CONDITIONS
4.1 (a) Conditions Precedent to the Obligation of the Company to
Sell the Series 1999-C Shares. The obligation of the Company to sell the
Series 1999-C Shares hereunder is subject to the satisfaction or waiver
by the Company, at or before the Series 1999-C Closing, of each of the
following conditions:
(i) Accuracy of the Purchasers' Representations and
Warranties. The representations and warranties of each Purchaser shall
be true and correct in all material respects as of the date when made and
as of the Series 1999-C Closing Date, as though made on and as of such
date;
(ii) Performance by the Purchasers. Each Purchaser shall have
performed, satisfied and complied in all material respects with all
covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by such Purchaser at or prior to
the Series 1999-C Closing; and
(iii) No Injunction. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority
of competent jurisdiction which prohibits the consummation of any of the
transactions contemplated by this Agreement.
(b) Conditions Precedent to the Obligation of the Purchasers to
Purchase the Series 1999-C Shares. The obligation of each Purchaser
hereunder to acquire and pay for the Series 1999-C Shares is subject to
the satisfaction or waiver by such Purchaser, at or before the Series
1999-C Closing, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties.
The representations and warranties of the Company set forth in this
Agreement shall be true and correct in all material respects as of the
date when made and as of the Series 1999-C Closing Date as though made on
and as of such date;
(ii) Performance by the Company. The Company shall have
performed, satisfied and complied in all material respects with all
covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Company at or prior to the
Series 1999-C Closing;
(iii) No Injunction. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority
of competent jurisdiction which prohibits the consummation of any of the
transactions contemplated by this Agreement; and
(iv) Required Approvals. All Required Approvals shall have
been obtained;
ARTICLE V
MISCELLANEOUS
5.1 Fees and Expenses. Each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The
Company shall pay all stamp and other taxes and duties levied in
connection with the issuance of the Shares pursuant hereto.
5.2 Entire Agreement; Amendments. This Agreement, together with
the Exhibits and Schedules hereto, if any, and the Certificate of
Designation contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters.
5.3 Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be deemed
to have been received (a) upon hand delivery (receipt acknowledged) or
delivery by telex (with correct answer back received), telecopy or
facsimile (with transmission confirmation report) at the address or
number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first
business day following such delivery (if delivered on a business day
after during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be as set forth below each
parties' name on Schedule 1, or such other address as may be designated
in writing hereafter, in the same manner, by such person.
5.4 Amendments; Waivers. No provision of this Agreement may be
waived or amended except in a written instrument signed, in the case of
an amendment, by both the Company and the Purchasers; or, in the case of
a waiver, by the party against whom enforcement of any such waiver is
sought. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter. Notwithstanding
the foregoing, no such amendment shall be effective to the extent that it
applies to less than all of the holders of the Shares outstanding. The
Company shall not offer or pay any consideration to a Purchaser for
consenting to such an amendment or waiver unless the same consideration
is offered to each Purchaser and the same consideration is paid to each
Purchaser which consents to such amendment or waiver.
5.5 Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
5.6 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any
rights or obligations hereunder without the prior written consent of each
of the Purchasers. No Purchaser may assign this Agreement (other than to
an Affiliate of such Purchaser) or any rights or obligations hereunder
without the prior written consent of the Company, except that any
Purchaser may assign its rights hereunder and under the Transaction
Documents without the consent of the Company as long as such assignee
demonstrates to the reasonable satisfaction of the Company its
satisfaction of the representations and warranties set forth in Section
2.2. This provision shall not limit a Purchaser's right to transfer
securities or transfer or assign rights hereunder.
5.7 No Third-Party Beneficiaries. This Agreement is intended for
the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
5.8 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State
of Texas without regard to the principles of conflicts of law thereof.
Each party hereby irrevocably submits to the nonexclusive jurisdiction of
the state and federal courts sitting in the City of Dallas, Texas, for
the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper.
5.9 Survival. The agreements, covenants, representations,
warranties and provisions contained in this Agreement shall survive the
delivery of the Shares pursuant to this Agreement and any conversion of
Shares.
5.10 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page were an
original thereof.
5.11 Publicity. The Company and each Purchaser shall consult with
each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and
neither party shall issue any such press release or otherwise make any
such public statement without the prior written consent of the other,
which consent shall not be unreasonably withheld or delayed, except that
no prior consent shall be required if such disclosure is required by law,
in which such case the disclosing party shall provide the other party
with prior notice of such public statement. The Company shall not
publicly or otherwise disclose the names of any of the Purchasers without
each such Purchaser's prior written consent, except as may be required by
law.
5.12 Severability. In case any one or more of the provisions of
this Agreement shall be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this
Agreement shall not in any way be affecting or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision
which shall be a reasonable substitute therefor, and upon so agreeing,
shall incorporate such substitute provision in this Agreement.
5.13 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, the
Purchasers will be entitled to specific performance of the obligations of
the Company under this Agreement. Each of the Company and the Purchasers
(severally and not jointly) agree that monetary damages would not be
adequate compensation for any loss incurred by reason of any breach of
its obligations described in the foregoing sentence and hereby agrees to
waive in any action for specific performance of any such obligation the
defense that a remedy at law would be adequate.
5.14 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser hereunder is several and not joint with the
obligations of the other Purchasers hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any
other Purchaser hereunder. Nothing contained herein or in any other
agreement or document delivered at any Closing, and no action taken by
any Purchaser pursuant hereto or thereto, shall be deemed to constitute
the Purchasers as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Purchasers are in
any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. Each Purchaser shall be
entitled to protect and enforce its rights, including without limitation
the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be
joined as an additional party in any proceeding for such purpose.
5.15 No Reliance. Each party acknowledges that (i) it has such
knowledge in business and financial matters as to be fully capable of
evaluating this Agreement and the transactions contemplated hereby, (ii)
it is not relying on any advice or representation of the other party in
connection with entering into this Agreement or such transactions (other
than the representations made in this Agreement), (iii) it has not
received from such party any assurance or guarantee as to the merits
(whether legal, regulatory, tax, financial or otherwise) of entering into
this Agreement or the performance of its obligations hereunder and
thereunder, and (iv) it has consulted with its own legal, regulatory,
tax, business, investment, financial and accounting advisors to the
extent that it has deemed necessary, and has entered into this Agreement
based on its own independent judgment and on the advice of its advisors
as it has deemed necessary, and not on any view (whether written or oral)
expressed by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Convertible
Preferred Stock Purchase Agreement to be duly executed by their
respective authorized persons as of the date first indicated above.
UNIVIEW TECHNOLOGIES CORPORATION
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
FOUNDERS EQUITY GROUP, INC.
By:
Name:
Title:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Schedule 1
Company:
uniView Technologies Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Purchasers:
Founders Equity Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Series 1999-C Purchase Price - $550,000
Series 1999-C Shares - 22
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Series 1999-C Purchase Price - $275,000
Series 1999-C Shares - 11
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Series 1999-C Purchase Price - $275,000
Series 1999-C Shares - 11