STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") made this date by and
between UNIVIEW TECHNOLOGIES CORPORATION, a Texas corporation ("UVEW"),
Video Management, Inc., a Texas corporation ("VMI"), and W. I. TECHNOLOGY
HOLDING COMPANY INC., a Texas corporation ("Purchaser").
UVEW desires to sell and Purchaser desires to purchase all of the
issued and outstanding capital stock of UVEW's wholly owned subsidiary,
UNIVIEW MARKETING CORPORATION., a Texas corporation, ( "UMC") on the
terms and conditions set forth in this Agreement; VMI desires to sell
and Purchaser desires to purchase all of the issued and outstanding
capital stock of VMI's wholly owned subsidiary, COMPUNET SUPPORT SYSTEMS,
INC., a Texas corporation, ( "CNSS") on the terms and conditions set
forth in this Agreement.
In consideration of the mutual promises of the parties; in reliance
on the representations, warranties, covenants, and conditions contained
in this Agreement; and for other good and valuable consideration, the
parties agree as follows:
ARTICLE 1: SALE
1.01 Sale of Stock. UVEW agrees to sell, convey, transfer, assign, and
deliver to Purchaser all of the issued and outstanding capital stock of
UMC; VMI agrees to sell, convey, transfer, assign, and deliver to
Purchaser all of the issued and outstanding capital stock of CNSS; and
Purchaser agrees to purchase such stock (collectively, the "Stock").
1.02 Consideration; Terms of Sale. (a) In consideration of the sale and
transfer of the Stock and the representations, warranties, and covenants
of UVEW and VMI set forth in this Agreement, Purchaser shall pay to UVEW
Ten and No/100 dollars ($10.00), in cash on the Closing Date;
(b) UVEW shall assign to Purchaser any indebtedness owed to UVEW by
UMC and CNSS, on the Closing Date;
(c) Purchaser shall change the name of UMC, to delete the name
"uniView", within thirty (30) days after the Closing Date;
(d) Purchaser and UMC agree to provide to UVEW, its subsidiaries or
affiliates continued access to the TV listings database of TVData, so
long as said database remains available to UMC, for a fee equivalent to
the fee charged to its customers for such service by UVEW, its
subsidiaries or affiliates;
(e) Purchaser and UMC hereby sublicenses to UVEW, its subsidiaries
or affiliates the Acorn technology pursuant to terms equivalent to those
provided in the RISCOS License and Development Agreement between UMC and
Acorn Computers Limited dated February 20, 1997;
(f) UVEW agrees to cooperate with Purchaser and UMC to settle
currently existing claims against UMC; UVEW agrees to reimburse Purchaser
and UMC for attorney fees incurred within nine months after the Closing
date in defense or settlement of currently existing claims against UMC,
provided UVEW has authorized the action in advance; and UVEW agrees to
fund future negotiated settlements of any currently existing claim
against UMC, provided such settlement is approved in advance by UVEW;
(g) UVEW and VMI agree to cooperate, upon request of Purchaser, in
making an election under Internal Revenue Code Section 338;
(h) Purchaser, CNSS and UMC agree to cooperate with UVEW's auditors,
provided that UVEW reimburses Purchaser, CNSS and UMC reasonable costs of
producing information to UVEW's auditors;
(i) UVEW agrees to issue to Purchaser warrants to purchase 500,000
shares of par value $.10 common stock of UVEW, exercisable for a period
of three (3) years after the Closing Date, at an exercise price of $.50
per share (the "Warrants").
1.03 Closing. The date of execution of this Agreement shall be deemed
the "Closing Date" of this transaction.
ARTICLE 2: SELLER'S REPRESENTATIONS AND WARRANTIES
UVEW and VMI hereby represents and warrants to Purchaser that the
following facts and circumstances are true and correct as of the date of
this Agreement:
2.01 Organization. UMC and CNSS are corporations duly organized, validly
existing, and in good standing under the laws of Texas. UMC and CNSS are
qualified to do business in all jurisdictions in which they do business
and have all requisite power and authority (corporate and, when
applicable, government) to own, operate, and carry on their businesses as
now being conducted.
2.02 Ownership. UVEW is the sole owner of UMC and VMI is the sole owner
of CNSS, with full right to sell or dispose of UMC and CNSS as they may
choose.
2.03 Ownership in Other Companies. Neither UMC nor CNSS has any interest
in any other corporation, firm, business, or partnership.
2.04 Authority. UVEW and VMI each has full power and authority to
execute, deliver, and consummate this Agreement, subject to the
conditions to Closing set forth in this Agreement. All reports and
returns required to be filed by each with any government and regulatory
agency with respect to this transaction have been properly filed. Except
as otherwise disclosed in this Agreement, no notice to or approval by any
other person, firm, or entity, including governmental authorities, is
required of UVEW, VMI, UMC, or CNSS to consummate the transaction
contemplated by this Agreement.
2.05 Full Disclosure. No representation, warranty, or covenant made to
Purchaser in this Agreement nor any document, certificate, exhibit, or
other information given or delivered to Purchaser pursuant to this
Agreement contains or will contain any untrue statement of a material
fact, or omits or will omit a material fact necessary to make the
statements contained in this Agreement or the matters disclosed in the
related documents, certificates, information, or exhibits not misleading.
2.06 Broker. Neither UVEW, VMI, CNSS nor UMC, nor any of their officers,
directors, employees, or stockholders, has retained, consented to, or
authorized any broker, investment banker, or third party to act on their
behalf, directly or indirectly, as a broker or finder in connection with
the transactions contemplated by this Agreement.
2.07 Compliance with Securities Laws. (a) Purchaser acknowledges that
UVEW and VMI are relying upon the accuracy and completeness of the
statements and representations contained in this section in complying
with their obligations under the federal and state securities laws.
Purchaser acknowledges and represents that:
(i) Purchaser is in a financial position to hold the shares of
common stock of UMC and CNSS (the "Common Stock") and the Warrants
(together, the "Securities") for an indefinite period of time, is
able to bear the economic risk of an investment in the Securities
and may withstand a complete loss of Purchaser's investment in the
Securities;
(ii) The Purchaser believes that it, either alone or together
with the assistance of its own professional advisor or advisors, has
the knowledge and experience in business and financial matters that
make it capable of reading and interpreting financial statements of
and concerning UVEW, UMC and CNSS, and of evaluating the merits and
risks of an investment in the Securities;
(iii) Purchaser has obtained, to the extent it deems necessary,
its own personal professional advice with respect to the risks
inherent in an investment in the Securities and to the suitability
of an investment in the Securities in light of its financial
condition and investment needs;
(iv) Purchaser understands that an investment in the Securities
is highly speculative but that it believes that an investment in the
Securities is suitable based upon Purchaser's investment objectives
and financial needs, and that it has adequate means for providing
for its current financial needs and contingencies and has no need
for liquidity of investment with respect to the Securities;
(v) Purchaser acknowledges access to full and complete
information regarding UVEW, CNSS and UMC and has utilized that
access to Purchaser's satisfaction for the purpose of obtaining
information concerning the named entities, an investment in the
Securities and the terms and conditions of this offering of the
Securities, and has either attended or been given reasonable
opportunity to attend a meeting with representatives of UVEW and VMI
for the purpose of asking questions of, and receiving answers from,
these representatives concerning UVEW, CNSS and UMC, an investment
in the Securities and the terms and conditions of this offering of
the Securities, and for the purpose of obtaining any additional
information to the extent reasonable available that is necessary to
verify the information provided;
(vi) Purchaser recognizes that the Securities as an investment
involves a high degree of risk;
(vii) Purchaser realizes that (A) the purchase of the
Securities is a long-term investment; (B) the Purchaser must bear
the economic risk of investment for an indefinite period of time
because the Securities have not been registered under the Securities
Act of 1933, as amended, or the securities laws of any state, and,
therefore, cannot be sold unless they are subsequently registered
under these laws or exemptions from registrations are available; (C)
there presently is no public market for the Securities and Purchaser
may not be able to liquidate Purchaser's investment in the
Securities in the event of an emergency or to pledge the Securities
as collateral for loans; and (D) the transferability of the
Securities is restricted, and (1) requires conformity with the
restrictions contained hereinbelow, and (2) will be further
restricted by legends placed on the certificates representing the
Securities referring to the applicable restrictions on
transferability;
(b) Purchaser has been advised that the Securities have not been
registered under the Securities Act of 1933, as amended, or applicable
state securities laws, that the Securities are being offered and sold
pursuant to exemptions from the registration requirements of these laws,
and that the reliance of UVEW and VMI on these exemptions is predicated
in part on Purchaser's representations contained in this section.
Purchaser represents and warrants that the Securities are being purchased
for its own account and for investment and without the intention of
reselling or redistributing the Securities, that Purchaser has not made
any agreement with any other person or entity regarding any of the
Securities, and that Purchaser's financial condition is such that it is
not likely that it will be necessary for Purchaser to dispose of the
Securities in the foreseeable future. Purchaser is aware that, in the
view of the Securities and Exchange Commission, a purchase of the
Securities with an intent to resell the Securities by reason of any
foreseeable specific contingency or anticipated change in market values,
or any change in the condition of Purchaser or its business, or in
connection with a contemplated liquidation or settlement of any loan
obtained for the acquisition of the Securities and for which the
Securities was pledged as security, would represent an intent that is
inconsistent with the representations set forth above. Purchaser further
represents and agrees that, if, contrary to Purchaser's foregoing
intentions, Purchaser later should desire to dispose of or transfer any
of the Securities in any manner, Purchaser will not do so without first
obtaining (A) an opinion of independent counsel to the effect that the
proposed disposition or transfer lawfully can be made without
registration of the Securities pursuant to the Securities Act of 1933 an
then in effect and applicable state securities law, or (B) such
registration.
(c) Purchaser represents and warrants that the Securities are being
received by Purchaser in Purchaser's own name solely for Purchaser's own
beneficial interest, and not as nominee for, or on behalf of, or for the
beneficial interest of, or with the intention to transfer to, any other
person, trust or organization, except as specifically set forth
hereinbelow.
(d) Purchaser is informed of the significance to UVEW and VMI of the
foregoing representations, agreements and consents, and they are made
with the intention that UVEW and VMI may rely upon them and agrees to
indemnify UVEW and VMI, and their officers, directors and agents (the
"Indemnified Parties") for any loss, claim or liability which any
Indemnified Party might incur as a result of reliance upon any fact
misrepresented by Purchaser in this section.
(e) Purchaser additionally represents that the representations
contained in this section have been duly authorized by all necessary
action on the part of Purchaser, has been duly executed by an authorized
officer or representative of Purchaser, and is a legal, valid and binding
obligation of Purchaser enforceable according to its terms.
ARTICLE 3: PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to UVEW and VMI that:
3.01 Authority. Purchaser has full power and authority to execute,
deliver, and consummate this Agreement subject to the conditions to
Closing set forth in this Agreement. All corporate acts, reports, and
returns required to be filed by Purchaser with any government or
regulatory agency with respect to this transaction have been or will be
properly filed prior to the date of this Agreement. No provisions exist
in any contract, document, or other instrument to which Purchaser is a
party or by which Purchaser is bound that would be violated by
consummation of the transactions contemplated by this Agreement.
3.02 Organization and Standing of Purchaser. Purchaser is a corporation
duly organized, validly existing, and in good standing under the laws of
the state of Texas, with corporate power to own property and carry on its
business as it is now being conducted.
ARTICLE 4: CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE
The obligation of Purchaser to Close under this Agreement is subject
to each of the following conditions (any one of which may, at the option
of Purchaser, be waived in writing by Purchaser) existing on the date of
this Agreement, or such earlier date as the context may require.
4.01 Representations and Warranties. Each of the representations and
warranties of UVEW and VMI in this Agreement and all other information
delivered under this Agreement shall be true in all material respects as
of the date of this Agreement.
4.02 Compliance With Conditions. UVEW and VMI shall have complied with
and performed all agreements, covenants, and conditions in this Agreement
required to be performed and complied with. All requisite action
(corporate and other) in order to consummate this Agreement shall have
been properly taken by UVEW and VMI.
4.03 Suit or Proceeding. No suit or proceeding, legal or administrative,
relating to any of the transactions contemplated by this Agreement shall
have been overtly threatened or commenced that, in the sole discretion of
Purchaser and its counsel, would make it inadvisable for Purchaser to
Close this transaction.
4.04 Government Approvals and Filings. All necessary government
approvals and filings regarding this transaction, if any, shall have been
received or made prior to the date of this Agreement in substantially the
form applied for to the reasonable satisfaction of Purchaser and its
counsel. Any applicable waiting period for the approvals and filings
shall have expired.
4.05 Corporate and Stockholder Action. All corporate and stockholder
action necessary to consummate the transactions contemplated in this
Agreement shall have been properly taken by UVEW and VMI.
ARTICLE 5: CONDITIONS TO SELLER'S OBLIGATION TO CLOSE
The obligation of UVEW and VMI to Close under this Agreement is
subject to each of the following conditions (any one of which at the
option of UVEW and VMI may be waived in writing by UVEW and VMI) existing
on the date of this Agreement.
5.01 Corporate Action. Purchaser shall have taken appropriate corporate
action regarding this transaction, which shall be evidenced by
resolutions of its board of directors and certified by Purchaser's
corporate secretary, authorizing Purchaser to enter into and complete
this transaction.
ARTICLE 6: PARTIES' OBLIGATIONS AT THE CLOSING
6.01 UVEW's and VMI's Obligations at the Closing. At the Closing, UVEW
and VMI shall deliver or cause to be delivered to Purchaser instruments
of assignment and transfer of all of the issued and outstanding capital
stock of UMC and CNSS, respectively, in form and substance satisfactory
to Purchaser. Simultaneously with the consummation of the transfer, UVEW
and VMI shall put Purchaser in full possession and enjoyment of all
properties and assets of UMC and CNSS, respectively.
UVEW, VMI, UMC, and CNSS at any time before or after the date of
this Agreement, shall execute, acknowledge, and deliver to Purchaser any
further deeds, assignments, conveyances, other assurances, documents, and
instruments of transfer reasonably requested by Purchaser. UVEW and VMI
shall also take any other action consistent with the terms of this
Agreement that may be reasonably requested by Purchaser for the purpose
of assigning, transferring, granting, conveying, and confirming to
Purchaser or reducing to possession any or all property and assets to be
conveyed and transferred by this Agreement.
6.02 Purchaser's Obligation at Closing. At the Closing, Purchaser shall
pay the purchase price, against delivery of the items specified in
Paragraph 6.01, above.
ARTICLE 7: GENERAL PROVISIONS
7.01 Survival of Representations, Warranties, and Covenants. The
representations, warranties, covenants, and agreements of the parties
contained in this Agreement or contained in any writing delivered
pursuant to this Agreement shall survive the date of this Agreement for
the period of time set forth in this Agreement.
7.02 Notices. All notices or other communications hereunder must be
given in writing and either (i) delivered in person, (ii) transmitted by
facsimile telecommunication, provided that any notice so given is also
mailed as provided for herein, (iii) delivered by Federal Express or
similar commercial delivery service, or (iv) mailed by certified mail,
postage prepaid, return receipt requested, as follows:
If to UVEW or VMI: 00000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000; facsimile
number (000) 000-0000;
If to Purchaser: 00000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000;
facsimile number (000) 000-0000.
or to such other address or facsimile number as UVEW or VMI or the
Purchaser shall have designated to the other by like notice. Each such
notice or other communication shall be effective (i) if given by
facsimile telecommunication, when transmitted, (ii) if given by mail,
five (5) business days after such communication is deposited in the mail
and addressed as aforesaid, (iii) if given by Federal Express or similar
commercial delivery service, one (1) business day after such
communication is deposited with such service and addressed as aforesaid,
and (iv) if given by any other means, when actually delivered at such
address.
7.03 Assignment of Agreement. This Agreement shall be binding on and
inure to the benefit of the parties to this Agreement and their
respective successors and permitted assigns. This Agreement may not be
assigned by any other party without the written consent of all parties
and any attempt to make an assignment without consent is void.
7.04 Governing Law. This Agreement shall be construed and governed by
the laws of the state of Texas.
7.05 Amendments; Waiver. This Agreement may be amended only in writing
by the mutual consent of all of the parties, evidenced by all necessary
and proper corporate authority. No waiver of any provision of this
Agreement shall arise from any action or inaction of any party, except an
instrument in writing expressly waiving the provision executed by the
party entitled to the benefit of the provision.
7.06 Entire Agreement. This Agreement, together with any documents and
exhibits given or delivered pursuant to this Agreement, constitutes the
entire agreement between the parties to this Agreement on the subject
matter of this Agreement. No party shall be bound by any communications
between them on the subject matter of this Agreement unless the
communication is (a) in writing, (b) bears a date contemporaneous with or
subsequent to the date of this Agreement, and (c) is agreed to by all
parties to this Agreement. On execution of this Agreement, all prior
agreements or understandings between the parties on the subject matter of
this Agreement shall be null and void.
7.07 Reliance Upon Representations and Warranties. The parties mutually
agree that, notwithstanding any right of Purchaser to fully investigate
the affairs of UMC and notwithstanding any knowledge of facts determined
or determinable by Purchaser pursuant to the investigation or right to
investigate, Purchaser may fully rely upon the representations,
warranties, and covenants made to Purchaser in this Agreement and on the
accuracy of any document, certificate, or exhibit given or delivered to
Purchaser pursuant to this Agreement. Knowledge by an agent of Purchaser
of any facts not otherwise disclosed in this Agreement or in a document,
certificate, or exhibit delivered to Purchaser pursuant to this Agreement
shall not constitute a defense by UVEW for indemnification of Purchaser
under Article 8 or for any claim for misrepresentation or breach of any
warranty, agreement, or covenant under this Agreement or any exhibit,
certificate, or document delivered under this Agreement.
Signed as of October 31, 1998.
UVEW: uniView Technologies Corporation VMI: Video Management, Inc.
By:__/s/ Xxxxxxx X. Custer____________ By:__/s/ Xxxxxxx X. Custer__
Xxxxxxx X. Xxxxxx, President Xxxxxxx X. Xxxxxx, President
UMC: uniView Marketing Corporation CNSS: CompuNet Support Systems,
Inc.
By:__/s/ Xxxx Park____________ By:__/s/ Xxxx Park____________
Xxxx Xxxx, Vice President Xxxx Xxxx, Vice President
Purchaser: W. I. Technology Holding Company Inc.
By:_/s/ D. Xxxxxx Allen___________
D. Xxxxxx Xxxxx, President
