REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is by and
between the undersigned purchasers ("Purchasers") and uniView
Technologies Corporation, a Texas corporation (the "Company").
Pursuant to a Securities Purchase Agreement dated as of an even date
herewith, the Purchasers have agreed to purchase certain securities (as
defined in the Purchase Agreement) on the condition, among others, that
the Company grant the registration rights set forth in this Agreement.
ACCORDINGLY, to induce the Purchasers to purchase the securities and
in consideration of the mutual representations and agreements set forth
in this Agreement, the Company and the Purchasers, intending to be
legally bound, now agree as follows:
1. Certain Definitions. As used in this Agreement, the capitalized
terms set forth below shall have the following meanings:
(1) "Affiliate" means, with respect to any person, any other
person who, directly or indirectly, is in control of, is controlled by or
is under common control with such person.
(2) "Holder(s)" means the holders of Registrable Securities.
(3) "Registrable Securities" means the shares of common stock,
par value $.10 per share, of the Company ("Common Stock") issued to
Purchasers pursuant to the Purchase Agreement (the "Common Shares"); shares
of Common Stock underlying warrants issued to Purchasers pursuant to a
Warrant dated as of an even date herewith (the "Warrant Shares" and
together with the Common Shares, the "Shares") ; 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 Purchasers
of such Shares (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 if (i) a registration statement with
respect to the sale of such securities shall have become effective under
the Securities Act (as defined below) 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 (as defined below).
(4) "Registration Expenses" means all expenses incurred by the
Company in connection with any registration of Registrable Securities pursuant
to this Agreement including, without limitation, the following: (i) SEC
filing fees; (ii) the fees, disbursements and expenses of the Company's
counsel(s) and accountants in connection with the registration of the
Registrable Securities to be disposed of under the Securities Act, (iii)
all expenses of the Company and its agents and representatives in
connection with the preparation, printing and filing of the registration
statement, any preliminary prospectus or final prospectus and amendments
and supplements thereto and the mailing and delivering of a reasonable
number of copies thereof to any Purchasers, underwriters and dealers and
all actual expenses incidental to delivery of the Registrable Securities;
(iv) the cost of producing blue sky memoranda; (v) all expenses in
connection with the qualification of the Registrable Securities to be
disposed of for offering and sale under state securities laws; (vi) the
filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Registrable Securities to be disposed of; (vii) the expenses of the
Company's transfer agent and registrar appointed in connection with such
offering, (viii) all engraving and printing expenses for the Company
securities being offered; and (ix) all fees and expenses payable in
connection with the listing of the Registrable Securities on each
securities exchange or inter-dealer quotation system on which a class of
common equity securities of the Company is then listed.
(5) "Rule 144" means Rule 144 promulgated under the Securities
Act (as defined below), or any successor rule to similar effect.
(6) "Rule 144 Resale Eligible" means that for the period after
the holding period restrictions under Rule 144(d) have elapsed, all shares
of Registrable Securities are eligible for resale under Rule 144 without
restriction under Rule 144(e) upon the amount of Registrable Securities
which may be sold.
(7) "SEC" means the United States Securities and Exchange
Commission.
(8) "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute.
2. Registration.
(1) The Company shall prepare and file with the SEC a registration
statement sufficient to permit the public offering and sale of the
Registrable Securities through the facilities of the Nasdaq Stock Market.
(2) 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 Purchasers. In connection with those registrations in
which multiple holders of other registrable securities with the right to
participate in such registration ("piggy-back rights holders")
participate, in the event the facilitating broker/dealer or, in an
underwritten offering, the lead managing underwriter advises that
marketing factors require a limitation on the number of shares to be
sold, the number of shares to be included in the sale or underwriting and
registration shall be allocated (i) first, to the Purchasers, and (ii)
second, to the holders seeking registration pursuant to piggy-back
registration rights otherwise granted by the Company pro rata on the
basis of the number of securities requested to be registered by each such
holder in such registration.
3. Expenses. the Company agrees to pay all Registration Expenses
with respect to an offering pursuant to Section 2 hereof, but not commissions
or underwriting discounts in connection with an offering, which shall be
the expense of the Holder(s).
4. Registration and Qualification. If and whenever the Company is
required to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Section 2
hereof, the Company shall:
(1) prepare and file a registration statement under the Securities
Act relating to the Registrable Securities to be offered as soon as
practicable, but in no event later than forty-five (45) days after the
date of this Agreement, and use its best efforts to cause the same to
become effective as promptly as practicable;
(2) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective until Purchasers have completed the sales or distribution
described in such registration statement relating thereto or, if earlier,
until such Registrable Securities may be sold under Rule 144;
(3) furnish to the Purchasers and to any underwriter of such
Registrable Securities such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus included
in such registration statement (including each preliminary prospectus and any
summary prospectus), in conformity with the requirements of the
Securities Act, and such other documents, as the Purchasers or such
underwriter may reasonably request in order to facilitate the public sale
of the Registrable Securities, and a copy of any and all transmittal
letters or other correspondence to, or received from, the SEC or any
other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange)
relating to such offering;
(4) use its best efforts to register or qualify all Registrable
Securities covered by such registration statement under the securities or
blue sky laws of such United States jurisdictions as the Purchasers or
any underwriter of such Registrable Securities shall request, and use its
best efforts to obtain all appropriate registrations, permits and
consents required in connection therewith, and do any and all other acts
and things which may be necessary or advisable to enable the Purchasers
or any such underwriter to consummate the disposition in such
jurisdictions of its Registrable Securities covered by such registration
statement; provided that the Company shall not for any such purpose be
required to register or qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, or to
subject itself to taxation in any such jurisdiction, or to consent to
general service of process in any such jurisdiction;
(5) (i) use its best efforts to furnish an opinion of counsel for
the Company in customary form required to register the securities with the
Securities Exchange Commission, and (ii) use its best efforts to furnish
a "cold comfort" letter addressed to each Selling Holder, if permissible
under applicable accounting practices, and signed by the independent
public accountants who have audited the Company's financial statements
included in such registration statement, in each such case covering
substantially the same matters with respect to such registration
statement (and the prospectus included therein) as are customarily
covered in opinions of issuer's counsel and in accountants' letters
delivered to underwriters in underwritten public offerings of securities
and such other matters as the Selling Purchasers may reasonably request
and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements;
(6) immediately notify the Selling Purchasers in writing (i) at
any time when a prospectus relating to a registration pursuant to Section 2
hereofis required to be delivered under the Securities 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 any material fact required to be
stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and (ii) of
any request by the SEC or any other regulatory body or other body having
jurisdiction for any amendment of or supplement to any registration
statement or other document relating to such offering, and in either such
case (i) or (ii) above and at the request of the Selling Purchasers
(subject to Section 3 hereof) promptly prepare and furnish to the Selling
Purchasers a number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not
include an untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading;
(7) list all such Registrable Securities covered by such
registration on each national securities exchange and United States
inter-dealer quotation system on which a class of common equity securities
of the Company is then listed, with expenses in connection therewith to be
paid in accordance with Section 3 hereof; and
(8) furnish unlegended certificates representing ownership of
the Registrable Securities being sold in such denominations as shall be
requested by the Selling Purchasers or the underwriters with expenses
therewith to be paid in accordance with Section 3 hereof.
5. Underwriting, Due Diligence.
(1) If requested by the underwriters for any underwritten
offering of Registrable Securities pursuant to a registration under this
Agreement, the Company shall enter into an underwriting agreement with such
underwriters for such offering, such agreement to contain such
representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with
respect to secondary distributions, including, without limitation,
indemnities and contribution substantially to the effect and to the
extent provided in Section 6 hereof and the provision of opinions of
counsel and accountants' letters to the effect and to the extent provided
in Section 4(5) hereof. The Selling Purchasers on whose behalf the
Registrable Securities are to be distributed by such underwriters shall
be parties to any such underwriting agreement and the representations and
warranties by, and the other agreements on the part of, the Company to
and for the benefit of such underwriters, shall also be made to and for
the benefit of such Selling Purchasers. Such underwriting agreement
shall also contain such representations and warranties by the Selling
Purchasers on whose behalf the Registrable Securities are to be
distributed as are customarily contained in underwriting agreements with
respect to secondary distributions. Selling Purchasers may require that
any additional securities included in an offering proposed by a Holder be
included on the same terms and conditions as the Registrable Securities
that are included therein.
(2) In the event that any registration pursuant to Section 2
shall involve, in whole or in part, an underwritten offering, the Company may
require the Registrable Securities to be registered pursuant to Section 2
to be included in such underwriting on the same terms and conditions as
shall be applicable to the other securities being sold through
underwriters under such registration. If requested by the underwriters
for such underwritten offering, the Selling Purchasers on whose behalf
the Registrable Securities are to be distributed shall enter into an
underwriting agreement with such underwriters, such agreement to contain
such representations and warranties by the Selling Purchasers and such
other terms and provisions as are customarily contained in underwriting
agreements with respect to secondary distributions, including, without
limitation, indemnities and contribution substantially to the effect and
to the extent provided in Section 6 hereof. Such underwriting agreement
shall also contain such representations and warranties by the Company and
such other person or entity for whose account securities are being sold
in such offering as are customarily contained in underwriting agreements
with respect to secondary distributions.
(3) In connection with the preparation and filing of each
registration statement registering Registrable Securities under the
Securities Act, the Company shall give, subject to all parties executing
confidentiality agreements with the Company on terms reasonably acceptable
to the Company, the Purchasers of such Registrable Securities and the
underwriters, if any, and their respective counsel and accountants, such
reasonable and customary access to its books and records and such
opportunities to discuss the business of the Company with its officers
and the independent public accountants who have certified the Company's
financial statements as shall be necessary, in the opinion of such Holder
and such underwriters or their respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act.
(4) the Company may require each Selling Holder of Registrable
Securities as to which any Registration is being effected to furnish the
Company with a properly completed and executed selling shareholder
questionnaire in customary form and substance as may be reasonably
requested by the Company and such information regarding the proposed
disposition of such securities as the Company may from time to time
reasonably request in writing. In addition, with respect to any
underwritten offering, each Selling Holder of Registrable Securities
shall furnish such customary and reasonable documents as the lead
underwriter may request, including custodial agreements and powers of
attorney.
(5) Each Holder of Registrable Securities agrees by acquisition
of such Registrable Securities that, upon receipt of written notice from the
Company of the occurrence of any event of the kind described in
subsection 4(6) which written notice specifically references such
subsection and this subsection 5(5), such Holder will as promptly as
possible discontinue disposition of the Registrable Securities pursuant
to the Registration Statement until such Holder's receipt of copies of
the supplemented or amended Prospectus as contemplated by subsection 4(6)
or until it is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the
Prospectus, and, if so directed by the Company, such Holder will deliver
to the Company all copies, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.
6. Indemnification and Contribution.
(1) In the case of each offering of Registrable Securities made
pursuant to this Agreement, the Company agrees to indemnify and hold harmless
each Holder, its officers, directors, agents and Affiliates, each underwriter
of Registrable Securities so offered and each person, if any, who
controls any of the foregoing persons within the meaning of the
Securities Act, from and against any and all claims, liabilities, losses,
damages, expenses and judgments, joint or several, to which they or any
of them may become subject, under the Securities Act or otherwise,
including any amount paid in settlement of any litigation commenced or
threatened, and shall promptly reimburse them, as and when incurred, for
any legal or other expenses incurred by them in connection with
investigating any claims and defending any actions, insofar as such
losses, claims, damages, liabilities or actions shall arise out of, or
shall be based upon, any untrue statement or alleged untrue statement of
a material fact contained in the registration statement (or in any
preliminary or final prospectus included therein) or any amendment
thereof or supplement thereto, or in any document incorporated by
reference therein, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company
shall not be liable to a particular Holder in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement, or any
omission, if such statement or omission shall have been made in reliance
upon and in conformity with information relating to such Holder furnished
to the Company in writing by or on behalf of such Holder specifically for
use in the preparation of the registration statement (or in any
preliminary or final prospectus included therein) or any amendment
thereof or supplement thereto. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of a
Holder and shall survive the transfer of such securities. The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to each Holder, its officers and directors, members and
managers, as the case may be, underwriters of the Registrable Securities
or any controlling person of the foregoing; provided, further, that, as
to any underwriter or any person controlling any underwriter or Selling
Holder, this indemnity does not apply to any loss, liability, claim,
damage or expense arising out of or based upon any untrue statement or
alleged untrue statement or omission or alleged omission in any
preliminary prospectus if a copy of a prospectus was not sent or given by
or on behalf of an underwriter or Selling Holder to such person asserting
such loss, claim, damage, liability or action at or prior to the written
confirmation of the sale of the Registrable Securities as required by the
Securities Act and such untrue statement or omission had been corrected
in such prospectus.
(2) In the case of each offering made pursuant to this Agreement,
each Holder of Registrable Securities included in such offering, by exercising
its registration rights hereunder, agrees to indemnify and hold harmless
the Company, its officers, directors, agents and Affiliates and each
person, if any, who controls any of the foregoing within the meaning of
the Securities Act (and if requested by the underwriters, each
underwriter who participates in the offering and each person, if any, who
controls any such underwriter within the meaning of the Securities Act),
from and against any and all claims, liabilities, losses, damages,
expenses and judgments, joint or several, to which they or any of them
may become subject under the Securities Act or otherwise, including any
amount paid in settlement of any litigation commenced or threatened, and
shall promptly reimburse them, as and when incurred, for any reasonable
legal or other expenses incurred by them in connection with investigating
any claims and defending any actions, insofar as any such losses, claims,
damages, liabilities or actions shall arise out of, or shall be based
upon, any untrue statement or alleged untrue statement of a material fact
contained in the registration statement (or in any preliminary or final
prospectus included therein) or any amendment thereof or supplement
thereto, or any omission or alleged omission to state therein a material
fact relating to the Holder required to be stated therein or necessary to
make the statements therein not misleading, but in each case only to the
extent that such untrue statement of a material fact is contained in, or
such material fact relating to the Holder is omitted from, information
relating to such Holder furnished in writing to the Company by or on
behalf of such Holder specifically for use in the preparation of such
registration statement (or in any preliminary or final prospectus
included therein). The foregoing indemnity is in addition to any
liability which such Holder may otherwise have to the Company, or any of
its directors, officers or controlling persons; provided, however, that,
as to any underwriter or any person controlling any underwriter, this
indemnity does not apply to any loss, liability, claim, damage or expense
arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission in any preliminary prospectus
if a copy of a prospectus was not sent to or given by or on behalf of an
underwriter to such person asserting such loss, claim, damage, liability
or action at or prior to the written confirmation of the sale of the
Registrable Securities as required by the Securities Act and such untrue
statement or omission had been corrected in such prospectus.
(3) Procedure for Indemnification. Each party indemnified under
paragraph (a) or (b) of this Section 6 shall, promptly after receipt of
notice of any claim or the commencement of any action against such
indemnified party in respect of which indemnity may be sought, notify the
indemnifying party in writing of the claim or the commencement thereof;
provided that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have to an indemnified party
on account of the indemnity agreement contained in paragraph (a) or (b)
of this Section 6, except to the extent (and only to the extent) that the
indemnifying party was prejudiced by such failure, and in no event shall
relieve the indemnifying party from any other liability which it may have
to such indemnified party. If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein,
and, to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party, but only upon written
acknowledgment from the indemnified party that the matter for which the
defense is assumed is an indemnifiable obligation of the indemnifying
party under this Agreement. After notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim
or action, the indemnifying party shall not be liable to the indemnified
party under this Section 6 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided that each
indemnified party, its officers and directors, if any, and each person,
if any, who controls such indemnified party within the meaning of the
Securities Act, shall have the right to employ separate counsel
reasonably approved by the indemnifying party to represent them if the
named parties to any action (including any impleaded parties) include
both such indemnified party and an indemnifying party or an affiliate of
an indemnifying party, and such indemnified party shall have been advised
by counsel that a conflict may exist between such indemnified party and
such indemnifying party or such affiliate, and in that event the fees and
expenses of one such separate counsel for all such indemnified parties
shall be paid by the indemnifying party. An indemnified party will not
enter into any settlement agreement which is not approved by the
indemnifying party, such approval not to be unreasonably withheld. The
indemnifying party may not agree to any settlement of any such claim or
action which provides for any remedy or relief other than monetary
damages for which the indemnifying party shall be responsible hereunder,
without the prior written consent of the indemnified party, which consent
shall not be unreasonably withheld. In any action hereunder as to which
the indemnifying party has assumed the defense thereof with counsel
reasonably satisfactory to the indemnified party, the indemnified party
shall continue to be entitled to participate in the defense thereof, with
counsel of its own choice, but, except as set forth above, the
indemnifying party shall not be obligated hereunder to reimburse the
indemnified party for the costs thereof. In all instances, the
indemnified party shall cooperate fully with the indemnifying party or
its counsel in the defense of each claim or action.
If the indemnification provided for in this Section 6 shall for any
reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
herein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, in such proportion as shall be appropriate
to reflect the relative fault of the indemnifying party on the one hand
and the indemnified party on the other with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or
action in respect thereof, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party on the one hand or the
indemnified party on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or
prevent such statement or omission, but not by reference to any
indemnified party's stock ownership in the Company. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this
paragraph shall be deemed to include, for purposes of this paragraph, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
7. Rule 144. The Company shall take such measures and timely file
such information, documents and reports as shall be required by the SEC as a
condition to the availability of Rule 144 and to remain in compliance
with the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
8. Transfer of Registration Rights. The rights of the holders under
this Agreement with respect to any Registrable Securities may be
transferred to any transferee of such Registrable Securities; provided,
however, that the Company is given written notice by the holder at or
prior to the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the
rights under this Agreement are being assigned.
9. Rights Which May Be Granted to Other Persons. The Company shall
not grant any person registration rights which shall in any way whatsoever
impair the priority of the registration rights granted in this Agreement.
10. Miscellaneous.
(1) Injunctions. Each party acknowledges and agrees that
irreparable damage would occur in the event that any of the provisions of
this Agreement was not performed in accordance with its specific terms or was
otherwise breached. Therefore, each party shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof in
any court having jurisdiction, such remedy being in addition to any other
remedy to which such party may be entitled at law or in equity.
(2) Severability. If any term or provision of this Agreement
shall be held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms and provisions set forth herein
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and each of the parties shall use its best
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term or
provision.
(3) Further Assurances. Subject to the specific terms of this
Agreement, each of the parties hereto shall make, execute, acknowledge
and deliver such other instruments and documents, and take all such other
actions, as may be reasonably required in order to effectuate the
purposes of this Agreement and to consummate the transactions
contemplated hereby.
(4) Waivers, etc. No failure or delay on the part of either
party (or the intended third-party beneficiaries referred to herein) in
exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power
preclude any other or further exercise thereof or the exercise of any
other right or power. No modification or waiver of any provision of this
Agreement nor consent to any departure therefrom shall in any event be
effective unless the same shall be in writing and signed by an authorized
officer of each of the parties, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.
(5) Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings between the
parties, whether written or oral, with respect to the subject matter hereof.
The paragraph headings contained in this Agreement are for reference purposes
only, and shall not affect in any manner the meaning or interpretation of
this Agreement.
(6) Counterparts. For the convenience of the parties, this
Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original but all of which together shall be one and the
same instrument.
(7) Amendment. This Agreement may be amended only by a written
instrument duly executed by an authorized officer of each of the Company
and the Purchasers of at least 51% of the Registrable Securities.
(8) Notices. Unless expressly provided herein, all notices,
claims, certificates, requests, demands and other communications hereunder
shall be in writing and shall be deemed to be duly given (i) when personally
delivered, (ii) if mailed registered or certified mail, postage prepaid,
return receipt requested, on the date the return receipt is executed or
the letter refused by the addressee or its agent, (iii) if given by telex
or telecopier, once such notice or other communication is transmitted to
the telex or telecopier number specified below and the appropriate answer
back or telephonic confirmation is received; provided that such notice or
other communication is mailed in accordance with clause (ii) hereof or
(iv) if sent by overnight courier which delivers only upon the signed
receipt of the addressee, on the date the receipt acknowledgment is
executed or refused by the addressee or its agent:
if to Purchasers:
if to the Company: uniView Technologies Corporation
(9) Governing Law. This Agreement is executed by the Company in,
and shall be construed in accordance with and governed by the laws of the
State of Texas without giving effect to the principles of conflicts of
laws thereof.
(10) Assignment. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement
which are for the benefit of the Purchasers of Registrable Securities as such
shall be for the benefit of and enforceable by any subsequent holder of
any Registrable Securities, subject to the provisions respecting the
minimum numbers or percentages of shares of Registrable Securities
required in order to be entitled to certain rights, or take certain
actions contained herein.
(11) Best Efforts. As used herein, the term "best efforts" shall
not obligate a party to expend material funds or incur material liabilities
not otherwise contemplated under this Agreement to achieve an end.
IN WITNESS WHEREOF, the Company and Purchasers have caused this
Registration Rights Agreement to be duly executed by their authorized
representative as of March 24, 2000.
UNIVIEW TECHNOLOGIES CORPORATION
By__________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Purchasers:
By: ___________________
Name Printed:
Title: