-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONH6qXkgHCqLWQNWjxEld08IGsXrYJgRVfypYh3P4PxWLG+DdsKTK+XmMN10yxQA JgevOT5RjzOmeJxbHjdnmQ== 0000898430-96-004488.txt : 19960925 0000898430-96-004488.hdr.sgml : 19960925 ACCESSION NUMBER: 0000898430-96-004488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960924 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960924 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW TECH INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 770312442 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-91232 FILM NUMBER: 96633955 BUSINESS ADDRESS: STREET 1: 950 FLYNN RD STREET 2: STE F CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054828277 8-K 1 FORM 8-K ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 24, 1996 Commission File No. 0-25940 VIEW TECH, INC. (Exact name of registrant as specified in its charter) California (State of incorporation) 77-0312442 (IRS Employer Identification No.) 950 Flynn Road Camarillo, California 93012 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 482-8277 ________________________________________________________________________________ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On September 24, 1996, View Tech, Inc., a California corporation ("View Tech"), completed its acquisition of GroupNet, Inc., a Massachusetts corporation ("GroupNet"), pursuant to an Agreement and Plan of Merger, dated as of August 30, 1996 (the "Merger Agreement"), by and among View Tech, GroupNet and Andrew W. Jamison, the president and sole shareholder of GroupNet (the "Merger"). The aggregate purchase price for all outstanding shares of GroupNet common stock consists of (i) 150,000 shares of View Tech common stock, valued at $7.00 per share or $1,050,000 in the aggregate, issued on September 24, 1996, and (ii) $330,000 in cash, of which (A) $110,000 was paid on August 30, 1996, upon execution of the Merger Agreement, and (B) a promissory note in the amount of $220,000 payable in two equal installments of $110,000 due on each of October 15, 1996 and December 16, 1996. GroupNet, based in Boston, Massachusetts, was an authorized dealer for PictureTel Corporation in video communication product distribution in the northeastern United States. In connection with the Merger and pursuant to a Registration Rights Agreement dated August 30, 1996, between View Tech and Mr. Jamison, View Tech granted certain "piggyback" registration rights to Mr. Jamison. The Merger was structured as a tax-free reorganization in which neither View Tech nor GroupNet or its security holders recognized taxable gain. It is intended that the Merger will be accounted for as a purchase transaction. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired As of the date of this Current Report on Form 8-K, it is impracticable for View Tech to file the historical financial statements pursuant to Rule 310(c) of Regulation S-B. View Tech hereby undertakes to file such financial statements and information by filing an amendment to this Current Report on Form 8-K as soon as practicable but in no event later than 60 days after the date of this Current Report on Form 8-K. (c) Exhibits 2.1 Agreement and Plan of Merger, dated as of August 30, 1996, by and among View Tech, Inc., GroupNet, Inc. and Andrew W. Jamison. 10.1 Promissory Note, dated August 30, 1996, of View Tech, Inc. payable to Andrew W. Jamison. 10.2 Registration Rights Agreement, dated August 30, 1996, between View Tech, Inc. and Andrew W. Jamison. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIEW TECH, INC. By: /s/ William M. McKay ----------------------- William M. McKay Chief Financial Officer, Treasurer and Secretary Dated: September 24, 1996 3 EX-2.1 2 AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER entered into as of August 30, 1996 by and among View Tech, Inc., a California corporation (the "Surviving Corporation"), GroupNet, Inc., a Massachusetts corporation (the "Merging Corporation"), and Andrew W. Jamison, the sole shareholder of Merging Corporation (the "Merging Corporation Sole Shareholder"). The Surviving Corporation, the Merging Corporation Sole Shareholder and the Merging Corporation are referred to collectively herein as the "Parties." WHEREAS, upon the terms and subject to the conditions of this Agreement, in accordance with the corporation laws of the Parties' states of incorporation, the Surviving Corporation and the Merging Corporation will carry out a business combination pursuant to which the Merging Corporation will merge with and into the Surviving Corporation, and in consideration thereof, the Merging Corporation Sole Shareholder will be issued 150,000 shares of the common stock of the Surviving Corporation and will receive an additional $330,000, all in accordance with Code (S)368(a)(1)(A). WHEREAS, the Board of Directors of the Surviving Corporation and the Merging Corporation unanimously have determined that the Merger is fair to, and in the best interests of, their respective companies and shareholders, and have approved and adopted this Agreement and the Merger, and have recommended approval and adoption of this Agreement and the Merger by their respective shareholders. NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows. SECTION 1. MERGER On the Effective Date, the Merging Corporation shall be merged with and into the Surviving Corporation. The separate existence of the Merging Corporation shall cease, and both the Merging and Surviving Corporation shall be a single corporation which shall be the Surviving Corporation. The title to all real estate and other property owned by the Merging Corporation and the Surviving Corporation shall be vested in the Surviving Corporation without reversion or impairment, and without further act or deed. The Surviving Corporation shall assume all liabilities and obligations of the Merging Corporation and the Surviving Corporation as of the Effective Date. Any proceeding pending against the Merging Corporation or the Surviving Corporation may be continued as if the merger did not occur, or the Surviving Corporation may be substituted in the proceeding for the Merging Corporation. SECTION 2. SHAREHOLDER APPROVAL Forthwith upon the full execution of this agreement, the Merging Corporation shall submit this agreement to its shareholder for approval in accordance with Business Corporation Act of the Commonwealth of Massachusetts. SECTION 3. EFFECTIVE DATE AND CLOSING 3.1 Effective Date. The merger of the Merging Corporation and the Surviving Corporation shall be effective (Effective Date) upon the filing of the Articles of Merger in accordance with the Business Corporation Act of the Commonwealth of Massachusetts and the Certificate of Merger and this Agreement with the Secretary of State of California in accordance with the Corporations Code of the State of California. 3.2 Closing. Subject to the satisfaction of the conditions set forth in Sections 10 and 11 of this agreement, the closing of this merger shall take place at the office of the Surviving Corporation on August 27, 1996, or at such other place or at such other time as may be agreed upon by the Surviving Corporation and the Merging Corporation. At the time of the closing: 3.2.1 Filing of Articles of Merger and Certificate of Merger. The Surviving Corporation and the Merging Corporation shall cause the Articles of Merger and Certificate of Merger, respectively, to be filed. 3.2.2 Certificates. The Merging Corporation and the Surviving Corporation shall each deliver to the other certified copies of the resolutions of the Board of Directors and Shareholder (of the Merging Corporation) of the delivering corporation approving the merger. 3.2.3 Registration Rights Agreement. The Surviving Corporation shall deliver to the Merging Corporation Sole Shareholder an executed Registration Rights Agreement. 3.3 Further Assurances. From time to time after the closing, the parties shall execute and deliver such other documents and take such other actions as may reasonably be required to accomplish the merger. SECTION 4. SHARES OF STOCK AND PAYMENT OF MONEY 4.1 Exchange of Shares and Payment of Money. On or after the Effective Date, the Surviving Corporation, upon the receipt of properly endorsed stock certificates representing the outstanding shares of common stock of the Merging Corporation, shall (i) direct its transfer agent, U.S. Stock Transfer Corporation, to issue to the shareholders of the Merging Corporation stock certificates representing 150,000 shares of the fully paid and nonassessable common stock of the Surviving Corporation for all of the outstanding shares of the Merging Corporation held by the Merging Corporation Sole Shareholder, and (ii) pay the Merging Corporation Sole Shareholder upon receipt of his stock certificate $110,000, and (iii) give the Merging Corporation Sole Shareholder a promissory note for $220,000, such note to be in the form of Exhibit C attached hereto. 4.2 Cancellation of Shares. On the Effective Date, each share of stock of the Merging Corporation that is then issued and outstanding shall, by virtue of the merger and without any action on the part of the Merging Corporation or the Surviving Corporation, be immediately canceled. 4.3 Continuation of Shares. Each share of stock of the Surviving Corporation that is issued and outstanding as of the Effective Date shall continue to be an issued and outstanding share of the Surviving Corporation notwithstanding the merger. SECTION 5. CORPORATE INCIDENTS 5.1 Articles of Incorporation. The Articles of Incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Date, shall be the Articles of Incorporation of the Surviving Corporation following this merger. 5.2 Bylaws. The Bylaws of the Surviving Corporation, as in effect immediately prior to the Effective Date, shall be the Bylaws of the Surviving Corporation following this merger. 5.3 Board of Directors and Officers. The Board of Directors of the Surviving Corporation following this merger shall consist of the persons who are members of the Board of Directors of the Surviving Corporation immediately prior to the Effective Date, and they shall hold office until their successors have been elected and qualified. The officers of the Surviving Corporation following this merger shall be the persons who are the officers of the Surviving Corporation immediately prior to the Effective Date, and they shall hold office at the pleasure of the Board of Directors of the Surviving Corporation. SECTION 6. REPRESENTATIONS AND WARRANTIES OF MERGING CORPORATION AND THE MERGING CORPORATION MAJORITY SHAREHOLDER 6.1 Organization. The Merging Corporation is a corporation duly organized and existing in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power to own its properties and to carry on its business as now conducted, and is qualified to do business in no other jurisdiction. No proceeding is pending or threatened involving the Merging Corporation in which it is alleged that the nature of its business makes qualification necessary in any additional jurisdiction. 6.2 Capitalization. The issued and outstanding stock of the Merging Corporation consists solely of 10,000 shares of common stock without par value. All of the issued and outstanding shares of the Merging Corporation are validly issued and outstanding, fully paid and nonassessable. There are no existing options, warrants, calls, preemptive rights (except certain statutory rights not affecting the transactions hereunder), or commitments of any kind relating to the Merging Corporation's authorized and unissued capital stock. 6.3 Subsidiaries. The Merging Corporation has no subsidiaries. 6.4 Valid and Binding Agreement. The execution and delivery of this agreement has been approved by the Board of Directors of the Merging Corporation, and this agreement constitutes a valid and binding obligation of the Merging Corporation in accordance with its terms. The execution and delivery of this agreement and the consummation thereof do not and will not violate any provision of any judicial or governmental decree, order, or judgment or conflict with, or result in a breach of, or constitute a default under, the Articles of Organization or bylaws of the Merging Corporation, or any material agreement or instrument to which the Merging Corporation is a party or by which it is bound. 6.5 Financial Statements. The Merging Corporation has furnished Surviving Corporation with the Merging Corporation's unaudited balance sheet as of December 31, 1995 and its unaudited income statement for the year ended on such date. The Merging Corporation has also furnished the Merging Corporation's unaudited balance sheet as of July 31, 1996 (Latest Balance Sheet) and its unaudited income statement for the seven (7) months ended on such date, a copy of which is attached hereto as Exhibit B. The Merging Corporation will also provide the Surviving Corporation at the Closing with a preliminary balance sheet and income statement as of the date of Closing and with its final balance sheet and income statement as of the Closing Date or as soon as reasonably possible thereafter. All such financial statements (including the notes thereto) are correct and complete, and the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in the financial position of the Merging Corporation on the dates thereof and the results of its operations for the periods then ended. 6.6 Undisclosed Liabilities. Except as disclosed in Exhibit A or on the notes to the Merging Corporation's financial statements, the Merging Corporation has no liability or obligation, absolute or contingent, including without limitation, liabilities for federal, state, local or foreign taxes, that is not reflected on the Latest Balance Sheet, except for changes in the amounts of the liabilities shown on the Latest Balance Sheet that have arisen since the date of the Latest Balance Sheet in the ordinary course of business and that are not materially adverse to the business, assets, or operations of the Merging Corporation. 6.7 Title to Properties. Except as disclosed on the Merging Corporation's financial statements, the Merging Corporation has good and marketable title to all of its properties and assets, real and personal reflected in the Latest Balance Sheet except as since sold or otherwise disposed of in the ordinary course of business, free and clear of all liens and encumbrances except as set forth on Exhibit A. The Merging Corporation has received no notice of violation of any law, regulation, ordinance, or other requirement relating to its business or operations or its owned or leased real or personal properties. Physical assets owned or leased by the Merging Corporation are listed on Exhibit A hereto. 6.8 Condition of Personal Property. Except as disclosed in the Latest Balance Sheet or on Exhibit A: (1) the machinery and equipment of the Merging Corporation is in good and useable condition, reasonable wear and tear excepted; (2) substantially all its inventories, as valued in the Latest Balance Sheet, are good and saleable, and not obsolete, and will be sold, used, or consumed in the usual and ordinary course of business of the Merging Corporation as now conducted; and (3) the accounts receivable of the Merging Corporation as shown on the Latest Balance Sheet are good and collectible at the aggregate recorded amount after reserves thereof, subject to no counterclaims or setoffs. 6.9 Condition of Real Property. The real property of the Merging Corporation, and to the best of the Merging Corporation's knowledge, the surrounding areas, are not currently and have not ever been subject to hazardous or toxic substances or wastes or to their effects, and there are no claims, litigation, administrative or other proceedings, whether actual or threatened, or judgment or orders, relating to any hazardous or toxic substances or wastes, discharges, emissions, or other forms of pollution relating in any way to the real property or improvements of the Merging Corporation. 6.10 Adequacy of Rights; Patents and Trademarks. The Merging Corporation does not own or possess any patents, franchises, licenses or other rights to use all trade names, trademarks, patents, copyrights, trade secrets, formulae, design rights, or other intangible assets for the conduct of its business, or to purchase and sell the products now being purchased and sold, or to perform the services now being performed by it, except as listed on Exhibit A hereto. 6.11 Obligations; Litigation. Except as disclosed on Exhibit A, the Merging Corporation has performed all material obligations required to be performed by it to date, and is not in default under any agreement, lease or other document to which it is a party, or under any law or order of any court or other governmental agency, which has or may have a material effect on the business, operations, or financial conditions of the Merging Corporation. There are no claims, actions, suits, or proceedings pending or threatened at law or in equity or before or by any federal, state, or other governmental agency, which if adversely determined would have a material adverse effect on the business, operations, or financial condition of the Merging Corporation or would prevent or hinder the consummation of the merger. No party with whom the Merging Corporation has an agreement, lease or other arrangement which is of material importance to the Merging Corporation is in default thereunder, except as noted on Exhibit A hereto. 6.12 Compliance With Laws. The business of the Merging Corporation has been conducted consistent with the material provisions of all applicable laws and regulations of federal, state, and local governments (including, without limitation, any applicable building, zoning, health, safety, or environmental ordinance or regulation). No improper gifts or illegal payments have been made or received on behalf of the Merging Corporation by any of its officers, directors, employees, or agents. 6.13 Contracts. The Merging Corporation has disclosed to the Surviving Corporation all major contracts relating to the Merging Corporation's business including (1) all contracts with sales representatives which are not terminable on 30 days' notice or less; (2) any other contract or commitment, not in the ordinary course of business, involving a liability by or to the Merging Corporation to pay in the aggregate more than $25,000; and (3) any other contract, agreement, or arrangement, not in the ordinary course of business, which is or may be material to the business, operations, or financial condition of the Merging Corporation. The Merging Corporation has not entered into any employment contract or any other contract, agreement, or commitment which will require the Merging Corporation to provide goods or services more than 90 days from the date hereof, whether in the ordinary course of business or otherwise. 6.14 Long-Term Debt. Except as disclosed in its Financial Statements, the Merging Corporation has no obligations for the repayment of borrowed money which has a maturity date of more than one year from the date such obligation was incurred. 6.15 Tax Matters. Copies of the state and federal tax returns of the Merging Corporation for its fiscal year ended December 31, 1995 have been furnished to the Surviving Corporation. The Merging Corporation has filed all federal, state, local, and foreign tax returns required to be filed by it and has paid all federal, state, local, and foreign tax required to be paid. All taxes and governmental charges levied or assessed against the property or the business of the Merging Corporation have been paid, other than taxes or charges the payment of which is not yet due or which, if due, are not yet delinquent or which have not been finally determined or which are being contested in good faith. Except as disclosed on Exhibit A, the amounts set up as provisions for taxes on the Latest Balance Sheet are sufficient for the payment of all unpaid taxes and other governmental charges applicable to the property or the business of the Merging Corporation for the period ended on the date of the Latest Balance Sheet and all periods prior thereto. All federal, state, local or foreign taxes for periods prior to the Closing Date will be paid by the Merging Corporation Sole Shareholder. 6.16 Labor Matters. The Merging Corporation is not a party to any collective bargaining agreement, and there is no pension or profit-sharing plan for the Merging Corporation's employees, except as described in Exhibit A. The Merging Corporation has complied with all laws and regulations which relate to employee civil rights and equal employment opportunities and there are no presently pending or threatened labor problems which do or may in the future adversely affect the business, operations, or financial condition of the Merging Corporation. 6.17 Insurance. Immediately prior to the Closing Date, the Merging Corporation was insured under those insurance policies listed on Exhibit A hereto. 6.18 Suppliers and Customers. Except as disclosed on Exhibit A, the Merging Corporation is not aware that any major customer or supplier of the Merging Corporation intends to discontinue or diminish its business relationship with the Merging Corporation on account of the transactions contemplated hereunder or otherwise. 6.19 Completeness of Disclosure. Neither this agreement nor any certificate, exhibit, schedule, or other instrument furnished or to be furnished by the Merging Corporation to the Surviving Corporation pursuant to this agreement, or in connection with the merger, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained not misleading. There is no fact known to the Merging Corporation or the Merging Corporation Sole Shareholder (other than generally available public information) which materially adversely affects or may, in the future, materially adversely affect the business, operations, or condition (financial or otherwise) of the Merging Corporation which has not been set forth in this agreement or in any Exhibit, certificate, or schedule furnished under this agreement. SECTION 7. REPRESENTATIONS AND WARRANTIES OF SURVIVING CORPORATION 7.1 Organization. The Surviving Corporation is a corporation duly organized and existing in good standing under the laws of the state of California and has the corporate power to own its properties and to carry on its business as now conducted. 7.2 Capitalization. The issued and outstanding stock of the Surviving Corporation consists solely of 10 million shares of common stock, $0.01 par value, of which 2,943,057 shares are issued and outstanding and 5,000,000 shares of preferred stock, of which no shares are issued and outstanding. All of the issued and outstanding shares of the Surviving Corporation are validly issued and outstanding, fully paid and nonassessable. Except as listed in Exhibit F, there are no existing options, warrants, calls, preemptive rights (except certain statutory rights not affecting the transactions hereunder), or commitments of any kind relating to the Surviving Corporation's authorized and unissued capital stock. 7.3 Shares Issued in Merger. The shares of stock of the Surviving Corporation to be issued to the shareholders of the Merging Corporation in the merger shall be fully paid and nonassessable. However, the issuance of shares by the Surviving Corporation will not be registered under the Securities Act of 1933, as amended (Act), nor the securities law of any state, and the Certificate for the Shares shall bear a legend stating that the shares shall not be offered, sold, pledged, hypothecated, or otherwise transferred or disposed of without registration under the Act and any applicable state securities law or an opinion of counsel or other evidence satisfactory to counsel for the Corporation that an exemption from such registrations is available. The Surviving Corporation will enter into a Registration Rights Agreement in the form of Exhibit D whereby it will agree to register the shares under certain circumstances. 7.4 Valid and Binding Agreement. The execution and delivery of this agreement has been approved by the Board of Directors of the Surviving Corporation, and this agreement constitutes a valid and binding obligation of the Surviving Corporation in accordance with its terms. The execution and delivery of this agreement and the consummation thereof do not and will not violate any provision of any judicial or governmental decree, order, or judgment or conflict with, or result in a breach of, or constitute a default under, the Articles of Incorporation or bylaws of the Surviving Corporation, or any material agreement or instrument to which the Surviving Corporation is a party or by which it is bound. 7.5 Financial Statements. The Surviving Corporation has furnished the Merging Corporation with the Surviving Corporation's balance sheet as of June 30, 1995 and 1994 and its income statement for the years ended on such dates, together with the report of Carpenter, Kuhen & Sprayberry, independent certified public accountants. The Surviving Corporation has also furnished the Merging Corporation's unaudited balance sheet as of March 31, 1996 (Latest Balance Sheet) and its income statement for the nine months ended on such date. All such financial statements (including the notes thereto) are correct and complete, and the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in the financial position of the Surviving Corporation on the dates thereof and the results of its operations for the periods then ended. 7.6 Litigation. There are no claims, actions, suits, or proceedings pending or threatened at law or in equity or before or by any federal, state, or other governmental agency, which if adversely determined would have an adverse effect on the business, operations, or financial condition of the Surviving Corporation or would prevent or hinder the consummation of the merger. 7.7 Completeness of Disclosure. Neither this agreement nor any certificate, exhibit, schedule, or other instrument furnished or to be furnished by the Surviving Corporation to the Merging Corporation pursuant to this agreement, or in connection with the merger contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained not misleading. There is no fact known to the Surviving Corporation which materially adversely affects or may, in the future, materially adversely affect the business, operations, or condition (financial or otherwise) of the Surviving Corporation which has not been set forth in this agreement or in any exhibit, certificate, or schedule furnished under this agreement. SECTION 8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES All representations and warranties of the Merging Corporation and the Merging Corporation Sole Shareholder and the Surviving Corporation shall be true and complete as of the closing and shall survive the closing. SECTION 9. CONDUCT OF BUSINESS PENDING CLOSING Pending the closing of the merger, the Merging Corporation shall, without the prior written consent of the Surviving Corporation, refrain from engaging in transactions other than in the ordinary course of business; entering into any transactions involving a capital expenditure (including any borrowings in connection with such transaction) of more than $10,000 or the disposal of any property or asset (other than inventory) with a value of more than $5,000; making any changes in their articles of incorporation or bylaws; issuing, reclassifying, or altering any shares of their outstanding or unissued capital stock; granting options, warrants, or other rights of any kind to purchase, or issuing any shares of their capital stock; purchasing, redeeming, or otherwise acquiring for a consideration any shares of their capital stock; declaring, paying, setting aside, or making any dividends or other distributions or payment in respect to their capital stock. SECTION 10. CONDITIONS PRECEDENT TO OBLIGATIONS OF MERGING CORPORATION The obligation of the Merging Corporation to consummate the merger is, at the option of the Merging Corporation, subject to the fulfillment, prior to or at the closing, of each of the following conditions: 10.1 Representations and Performance. The representations and warranties made under this agreement by the Surviving Corporation shall be true and correct in all material respects at the time of the closing, and the Surviving Corporation shall have performed and complied with all agreements, covenants, and conditions required of the Surviving Corporation by the closing under the terms of this agreement. 10.2 Adverse Changes. There shall not have been any material adverse changes in the conditions, financial or otherwise, or business of the Surviving Corporation since the date of the Latest Balance Sheet of the Surviving Corporation. 10.3 Due Diligence. The Merging Corporation shall have completed its due diligence and all outstanding issues relating thereto shall have been satisfactorily resolved by the Parties. 10.4 Employment Agreement. The Surviving Corporation and the Merging Corporation Sole Shareholder shall have entered into an employment agreement in the form of Exhibit E hereto effective as of the Closing Date. 10.5 Opinion of Counsel for Surviving Corporation. The Merging Corporation shall receive an opinion, addressed to the Merging Corporation and the shareholders of the Merging Corporation, dated as of the date of the closing, of Howard J. Kern, Esq. or such other attorney as may be reasonably satisfactory to the Merging Corporation, in form satisfactory to the Merging Corporation to the effect that: 10.5.1 The Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the states of California. 10.5.2 The execution, delivery and performance of this agreement by the Surviving Corporation have been duly authorized by all requisite corporate action, and this agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Surviving Corporation in accordance with its terms. 10.5.3 To the best knowledge of such counsel, the authorized, issued and outstanding capital stock of the Surviving Corporation is correctly set forth and described in Section 7.2 of this agreement. 10.5.4 The shares of stock of the Surviving Corporation to be received by the shareholders of the Merging Corporation pursuant to this agreement have been validly authorized and issued and upon delivery will be fully paid and nonassessable. 10.5.5 The execution and delivery of this agreement and the consummation of the merger do not conflict with, or result in a breach of, or constitute a default under, the Articles of Incorporation or bylaws of the Merging Corporation, or any agreement or instrument, of which such counsel has knowledge and to which the Merging Corporation is a party or by which it is bound. 10.5.6 Except as may be specified in writing by such counsel, counsel does not know of any material default or any meritorious basis for any claim of such default of any litigation, proceeding, or governmental investigation which is pending or threatened against or relates to the Merging Corporation, its property or business, or which seeks to restrain or obtain damages or other relief in connection with this agreement or the consummation of the merger. 10.6 Registration Rights Agreement. The Merging Corporation and the Merging Corporation Sole Shareholder shall have entered into a Registration Rights Agreement, effective as of the Closing Date, in the form of Exhibit D attached hereto. SECTION 11. CONDITIONS TO OBLIGATIONS OF SURVIVING CORPORATION The obligation of the Surviving Corporation to consummate the merger is, at the option of the Surviving Corporation, subject to the fulfillment, prior to or at the closing, of each of the following conditions: 11.1 Representations and Performance. The representations and warranties made under this agreement by the Merging Corporation shall be true and correct in all material respects at the time of the closing, and the Merging Corporation shall have performed and complied with all agreements, covenants, and conditions required of the Merging Corporation by the closing under the terms of this agreement. 11.2 Adverse Changes. There shall not have been any material adverse changes in the conditions, financial or otherwise, or business of the Merging Corporation since the date of the Latest Balance Sheet of the Merging Corporation. 11.3 Due Diligence. The Surviving Corporation shall have completed its due diligence and all outstanding issues relating thereto shall have been satisfactorily resolved by the Parties. 11.4 Employment Agreement. The Surviving Corporation and the Merging Corporation Sole Shareholder shall have entered into an employment in the form of Exhibit E hereto effective as of the Closing Date. 11.5 Investment Representations. The shareholders of the Merging Corporation receiving stock of the Surviving Corporation in the merger shall execute and deliver to Surviving Corporation an investment representation certificate warranting and representing that the shareholder: 11.5.1 Has sufficient knowledge and experience to evaluate the merits and risks of his investment in the shares of the Surviving Corporation. 11.5.2 Has been provided with, or given reasonable access to, full and fair disclosure of all information material to his or her investment in the shares of the Surviving Corporation. 11.5.3 Has not received any advertisement or general solicitation with respect to the sale of the shares of the Surviving Corporation. 11.5.4 Is acquiring the shares of the Surviving Corporation for the shareholder's own account for investment purposes only and not with a view to their distribution. 11.5.5 Understands that the shares will not be registered under the Securities Act of 1933, as amended (Act), nor the securities law of any state, and accordingly these securities may not be offered, sold, pledged, hypothecated, or otherwise transferred or disposed of in the absence of registration or the availability of an exemption from registration under the Act and any applicable state securities law. The shareholder further understands that except as provided in the Registration Rights Agreement of even date herewith, the Surviving Corporation is under no obligation to register the shares on behalf of the shareholder or to assist the shareholder in complying with an exemption from registration. 11.5.6 Understands that the certificate for the shares of the Surviving Corporation will bear a legend that the shares shall not be offered, sold, pledged, hypothecated, or otherwise transferred or disposed of without registration under the Act and any applicable state securities law or an opinion of counsel or other evidence satisfactory to counsel for the Corporation that an exemption from such registrations is available. 11.5.7 Understands that the certificate for 75,000 of the shares of the Surviving Corporation will bear a legend and will have a stop order with the transfer agent that will prevent the shares from being transferred for twelve months following the Closing Date. At the expiration of said twelve month period, the Surviving Corporation will take all necessary actions to remove such restrictions. 11.5.8 Is a resident of the Commonwealth of Massachusetts. 11.6 Opinion of Counsel for Merging Corporation. The Surviving Corporation shall receive an opinion, addressed to the Surviving Corporation and dated as of the date of the closing, of Van Wert & Zimmer, P.C., in form satisfactory to the Surviving Corporation to the effect that: 11.6.1 The Merging Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the states of Massachusetts and has the corporate power to own its property and to conduct its business as then being conducted. 11.6.2 The execution, delivery, and performance of this agreement by Merging Corporation have been duly authorized by all requisite corporate action, and this agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Merging Corporation in accordance with its terms. 11.6.3 To the best knowledge of such counsel, the authorized, issued, and outstanding capital stock of the Merging Corporation is correctly set forth and described in Section 6.2 of this agreement, and all of the issued and outstanding shares of the Merging Corporation are duly authorized, validly issued and outstanding, fully paid, and nonassessable. 11.6.4 The execution and delivery of this agreement and the consummation of the merger do not conflict with, or result in a breach of, or constitute a default under, the Articles of Incorporation or bylaws of the Merging Corporation, or any agreement or instrument, of which such counsel has knowledge and to which the Merging Corporation is a party or by which it is bound. 11.6.5 Except as may be specified in writing by such counsel, counsel does not know of any material default or any meritorious basis for any claim of such default of any litigation, proceeding, or governmental investigation which is pending or threatened against or relates to the Merging Corporation, its property or business, or which seeks to restrain or obtain damages or other relief in connection with this agreement or the consummation of the merger. 11.7 Condition to Obligations of Both Corporations. The obligations of the Merging Corporation and the Surviving Corporation to consummate the merger are, at the option of either party, subject to the condition that, at the time of the closing, no suit, action, or other proceeding is pending or threatened before any court or other governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this agreement or the consummation of the merger. SECTION 12. EXPENSES Subject to the following sentences, the Surviving Corporation and the Merging Corporation shall each bear their own expenses, including legal and accounting fees, incurred in connection with this transaction. Prior to the execution of this Agreement, the Merging Corporation has paid its counsel and accountant a retainer for services in connection with the Merger. SECTION 13. INDEMNIFICATION 13.1 Obligation to Indemnify. The Merging Corporation Sole Shareholder shall indemnify the Surviving Corporation and shall hold the Surviving Corporation harmless from all loss, cost, damage, or expense, including attorneys' fees arising from: 13.1.1 Taxes. Any federal, state, or local tax liabilities, including penalties and assessments, of the Merging Corporation accrued in respect of and measured by the income of the Merging Corporation prior to August 30, 1996, arising out of transactions entered into or a state of facts arising prior to August 30, 1996, or accrued in respect to property of the Merging Corporation for periods prior to August 30, 1996. 13.1.2 Representations and Warranties. Any breach of any of the representations or warranties, whether made by the Merging Corporation Sole Shareholder or the Merging Corporation, contained in Section 6 of this Agreement. 13.2 Settlement. The Merging Corporation Sole Shareholder shall have full power and authority to take any and all action with respect to proceedings relating to any liability, claim, or tax of the Merging Corporation that are subject to this indemnification obligation, including the right to appeal, settle, compromise, or dispose of any such proceedings in the name of the Surviving Corporation. The Merging Corporation Sole Shareholder's obligation to indemnify the Surviving Corporation shall be subject to the condition that the Surviving Corporation give written notice to the Merging Corporation Sole Shareholder promptly upon being informed of or becoming aware of any such liability, claim, or tax covered by this indemnity. The Merging Corporation Sole Shareholder shall allow the Surviving Corporation or its designated representatives, to fully participate in (but not control) the determination, settlement, or defense of any such liability, claim, or tax. 13.3 $50,000 Minimum Indemnification Required to Activate Merging Corporation Sole Shareholder's Obligation. The obligation of the Merging Corporation Sole Shareholder to indemnify and hold harmless the Surviving Corporation from the types of items set forth in Section 13.1 does not inure to the benefit of the Surviving Corporation until the amount of indemnification provided under Section 13.1 exceeds $50,000. However, once the claim for indemnification is activated, the Merging Corporation Sole Shareholder is retroactively liable for all indemnification provided for under Section 13.2. 13.4 Termination of Indemnification Rights. The Surviving Corporation's right to seek indemnification terminates 18 months following the Effective Date. However, the Merging Corporation Sole Shareholder shall be obligated to provide indemnification under this Section 13 for all claims made by the Surviving Corporation prior to the expiration of such 18 month period and that are covered by this indemnity. 13.5 Limitation on Indemnification. The Merging Corporation Sole Shareholder's liability for indemnification under this Section 13 shall not exceed $1,380,000, i.e., the value of the shares of the Surviving Corporation common stock and the cash consideration paid in exchange for the shares of the Merging Corporation common stock. SECTION 14. INTENT It is the intent of the parties that the transaction contemplated by this agreement shall constitute a merger under the Business Corporation Act of the Commonwealth of Massachusetts and the Corporations Code of the State of California and qualify as a tax-free corporate reorganization within the meaning of IRC Sec. 368(a)(1)(A). SECTION 15. MISCELLANEOUS PROVISIONS 15.1 Time of Essence. Time is of the essence of this agreement. 15.2 Commissions. Each of the parties represents to the other that, to the best of the party's knowledge, no person has right to a fee, commission, or other payment for services in connection with the merger. Each of the parties shall indemnify the other and hold the other harmless from any claim for any such fee, commission, or other payment arising out of the actual or purported act or agreement of the party. 15.3 Binding Effect. The provisions of this agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. 15.4 Notice. Any notice or other communication required or permitted to be given under this agreement shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid, addressed to the parties as follows: If to Merging Corporation: Andrew W. Jamison 18 Winding Way Plymouth, MA 02360 With a copy to: Thomas M. Zimmer, Esq. Van Wert & Zimmer, P.C. One Militia Drive Lexington, MA 02173 If to Surviving Corporation: Robert G. Hatfield Chief Executive Officer View Tech, Inc. 950 Flynn Road Camarillo, CA 93012 With a copy to: Howard J. Kern Law Offices of Howard J. Kern 4057 Rhodes Avenue Studio City, CA 91604 All notices and other communications shall be deemed to be given at the expiration of three days after the date of mailing. The address of a party to which notices or other communications shall be mailed may be changed from time to time by giving written notice to the other party. 15.5 Termination; Effect of Termination. 15.5.1 Termination of Agreement. Either the Surviving Corporation or the Merging Corporation may terminate this Agreement with the prior authorization of its board of directors (whether before or after stockholder approval) as provided below: (i) the Surviving Corporation and the Merging Corporation may terminate this Agreement by mutual written consent at any time prior to the Effective Time; (ii) the Surviving Corporation may terminate this Agreement by giving written notice to the Merging Corporation at any time prior to the Effective Time (A) in the event the Merging Corporation has breached any representation, warranty, or covenant contained in this Agreement in any material respect, the Surviving Corporation has notified the Merging Corporation of this breach, and the breach has continued without cure for a period of five (5) days after the notice of breach or (B) if the Closing shall not have occurred on or before August 31, 1996, by reason of the failure of any condition precedent under Section 11 hereof (unless the failure results primarily from the Surviving Corporation breaching any representation, warranty, or covenant contained in this Agreement); (iii) the Merging Corporation may terminate this Agreement by giving written notice to the Surviving Corporation at any time prior to the Effective Time (A) in the event the Surviving Corporation has breached any representation, warranty, or covenant contained in this Agreement in any material respect, the Merging Corporation has notified the Surviving Corporation of the breach, and the breach has continued without cure for a period of five (5) days after the notice of breach or (B) if the Closing shall not have occurred on or before August 31, 1996, by reason of the failure of any condition precedent under Section 10 hereof (unless the failure results primarily from the Merging Corporation breaching any representation, warranty, or covenant contained in this Agreement) so long as the Merging Corporation has repaid all amounts that are owed by the Merging Corporation to the Surviving Corporation; or (iv) the Surviving Corporation may terminate this Agreement by giving written notice to the Merging Corporation at any time prior to the Effective Time in the event the Surviving Corporation's board of directors concludes that termination would be in the best interests of the Surviving Corporation and its stockholders. 15.5.2 Effect of Termination. If any Party terminates this Agreement pursuant to (S)15.5.1 above, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party then in breach). 15.6 Litigation Expense. In the event of a default under this agreement, the defaulting party shall reimburse the nondefaulting party or parties for all costs and expenses reasonably incurred by the nondefaulting party or parties in connection with the default, including without limitation attorney's fees. Additionally, in the event a suit or action is filed to enforce this agreement or with respect to this agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney's fees at the trial level and on appeal. 15.7 Waiver. No waiver of any provision of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 15.8 Applicable Law. This agreement shall be governed by and shall be construed in accordance with the laws of the State of California. 15.9 Venue; Jurisdiction. All actions with respect to this Agreement will be instituted in a state court sitting in Ventura County, California or Suffolk County, Massachusetts or in a federal court for the Central District of California, or the Eastern District of Massachusetts, subject to the provisions on arbitration in (S)15.10 below. By the execution of this Agreement, each Party irrevocably and unconditionally submits to the jurisdiction (both subject matter and personal) of each such court and irrevocably and unconditionally waives: (a) any objection such Party might now or hereafter have to the venue in any such court; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. 15.10 Arbitration. Any disputes arising out of this Agreement and the transactions among the Parties contemplated by this Agreement shall be settled by binding arbitration to be held in (i) Ventura County, California if such arbitration proceeding is initiated by the Merging Corporation or the Merging Corporation Sole Shareholder and (ii) in Suffolk County, Massachusetts if such arbitration proceeding is initiated by the Surviving Corporation, in each case in accordance with the rules of the American Arbitration Association. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. 15.11 Entire Agreement. This agreement constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. View Tech, Inc. By: \s\ Robert G. Hatfield --------------------------------- Title: Chief Executive Officer ------------------------------ GroupNet, Inc. By: \s\ Andrew W. Jamison ------------------------------- Title: President ---------------------------- \s\ Andrew W. Jamison - --------------------- Andrew W. Jamison EX-10.1 3 PROMISSORY NOTE, DATED AUGUST 30, 1996 EXHIBIT 10.1 PROMISSORY NOTE $220,000 Camarillo, California August 30, 1996 FOR VALUE RECEIVED, VIEW TECH, INC., a California corporation (the "Payor"), promises to pay to the order of ANDREW W. JAMISON, his its heirs, beneficiaries, and successors (the "Payee") at 18 Winding Way, Plymouth, Massachusetts 02360, or at such other place as might be designated in writing by the Payee, the principal sum of Two Hundred Twenty Thousand and 00/100 Dollars ($220,000.00) or so much thereof that remains unpaid, together with interest thereon at the rate of ten (10%) percent per annum. Interest will be calculated on the basis of the actual days elapsed based on a per diem charge computed over a year composed of three hundred sixty (360) days. Principal and interest will be paid as follows: The Payor shall make two (2) equal installments of $110,000, including all accrued and unpaid interest, on (i) October 15, 1996, and (ii) December 16, 1996. Interest due shall be calculated from August 30, 1996. Payments under this Note will be recorded by the Payor, which will be prima facie evidence of such payments and the unpaid balance of this Note, absent a showing of manifest error. The Payor will have the right at any time and from time to time to prepay the unpaid principal balance of this Note in whole or in part without penalty, but with interest on the unpaid principal balance accrued to the date of prepayment. The Payor agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Payee's rights under this Note or otherwise relating to the indebtedness hereby evidenced, the Payor will pay the Payee's reasonable attorneys' fees, all court costs and all other expenses incurred by the Payee in connection therewith. The Payee may collect a late charge equal to five percent (5%) of each payment which is not received by the Payee within ten (10) days after the due date of such payment. Such late charge represents the estimate of reasonable compensation for the loss which will be sustained by the Payee arising from the Payor's failure to make timely payments and may be collected without prejudice to the rights of the Payee to collect any other amounts arising from the occurrence of an Event of Default. During the existence of any Event of Default, the Payee may apply payments received on any amount due hereunder or under the terms of any instrument now or hereafter evidencing or securing payment of this indebtedness as the Payee determines from time to time. This Note is issued by the Payor and accepted by the Payee pursuant to a merger transaction negotiated, consummated and to be performed in the States of California and Massachusetts. This Note is to be construed according to the internal laws of the State of California. All actions with respect to this Note will be instituted in a state court sitting in Ventura County, California or in a federal district court for the Central District of California or in a state court sitting in Suffolk County, Massachusetts or in a federal district court for the Eastern Division of the District Court of Massachusetts. By the execution of this Note, the Payor irrevocably and unconditionally submits to the jurisdiction (both subject matter and personal) of each such court and irrevocably and unconditionally waives: (a) any objection the Payor might now or hereafter have to the venue in any such court; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. 1 This Note is not assignable by the Payee because the Payor's obligations are limited to the extent that the Payee breaches any of its representations and warranties set forth in the Merger Agreement. On the breach by the Payor of any provision of this Note, at the option of the Payee, the entire indebtedness evidenced by this Note will become immediately due, payable and collectible then or thereafter as the Payee might elect, regardless of the date of maturity of this Note in accordance with the provisions of this Note. Failure by the Payee to exercise such option will not constitute a waiver of the right to exercise the same on the occurrence of any subsequent Event of Default. This Note is intended to strictly conform with all usury laws to the extent applicable to the transactions contemplated hereby. The provisions of this Note and of all agreements between the Payor and the Payee are hereby expressly limited so that in no contingency or event whatsoever, shall the amount contracted for, charged, paid or agreed to be paid to the Payee exceed the maximum rate permitted by law therefor. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between the Payor and the Payee shall, at the time of the execution and delivery thereof, or at the time or performance of such provision shall be due, involve or purport to require any payment in excess of the limits prescribed by law, the obligation to be performed or fulfilled shall be reduced automatically to the limit prescribed by law without the necessity of the execution of any amendment or new document. The following events shall be deemed "Events of Default:" a. Nonpayment. The nonpayment when due of any installment of interest or ---------- principal owing under this Note within 5 days of the date of written notice of such non-payment. b. Breach of Agreement. The failure by the ------------------- Payor to perform or observe any written representation, warranty or agreement provided to Payee. c. Representations and Warranties. Any representation, statement, certificate, schedule or report made or furnished to the Payee by or on behalf of the Payor proves to be false or erroneous in any respect at the time of the making thereof. d. Insolvency; Bankruptcy. The insolvency (meaning an inability to pay ---------------------- debts as the same become due or the existence of liabilities in excess of assets) of Payor, or the institution of bankruptcy, reorganization, liquidation, receivership or conservatorship proceeding by or against Payor. Judgment. Entry by any court of a final uninsured judgment against -------- Payor which is not discharged or stayed to the satisfaction of the Payee. f. Adverse Change. The occurrence of a material adverse change subsequent -------------- to the Payor's June 30, 1996 Balance Sheet in the financial condition, business, operations, assets, properties, or prospects of Payor. 2 g. Corporate Existence. Any act or omission (formal or informal) of ------------------- Payor or its officers, directors or shareholders leading to, or resulting in, the termination, invalidation (partial or total), revocation, suspension, interruption or unenforceability of its corporate existences, rights, licenses, franchises or permits, or the transfer or disposition (whether by sale, lease or otherwise) to any person of all or a substantial part of their property. Within five (5) business days of the date of written notice (the "Cure Period") of the occurrence of an Event of Default as defined herein, Payor shall cure any such Event of Default. IN WITNESS WHEREOF, the Payor has executed this instrument effective the date first above written. Payor: VIEW TECH, INC. By: /s/ William M. McKay --------------------------------------------------------- Name: William M. McKay Title: Chief Financial Officer 3 EX-10.2 4 REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "Agreement") is made as of this 30th day of August, 1996, by and among View Tech, Inc., a California corporation (the "Company"), and Andrew W. Jamison (the "Holder"). RECITALS -------- WHEREAS, the Company and the Holder are parties to an Agreement and Plan of Merger by and among the Company, the Holder, and Groupnet, Inc., a Massachusetts corporation ("Groupnet") (the "Merger Agreement"), as of even date herewith, whereby the Company issued 150,000 shares of the Company's Common Stock to the Holder; WHEREAS, the Merger Agreement sets forth certain provisions with respect to certain rights of the Holder to include shares of the Company's Common Stock held by him in a registered public offering of the Company's capital stock on Form S-3 (as defined in Section 1.1(d)); and NOW, THEREFORE, the parties hereby agree as follows: I. REGISTRATION RIGHTS Section 1.1 Definitions. For purposes of this Section 1: ----------- (a) The term "Act" means the Securities Act of 1933, as amended. (b) The term "Affiliate" means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a specified person or entity. (c) The term "Common Stock" means the Company's Common Stock authorized for issuance under its Articles of Incorporation. (d) The term "Form S-3" means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. (e) The term "Holder" means any person owning or having the right to acquire Registrable Securities or any assignee thereof. (f) The term "1934 Act" shall mean the Securities Exchange Act of 1934, as amended. (g) The terms "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document. (h) The term "Registrable Securities" means (i) shares of Common Stock issued to the Holder pursuant to the Merger Agreement and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which such person's rights under this Section 1 are not assigned. (i) The term "SEC" shall mean the Securities and Exchange Commission. Section 1.2 Registration on Form S-3. The Company shall use its best ------------------------- efforts to file on or prior to October 31, 1996 a registration statement on Form S-3 to register all of the Registrable Securities held by the Holder and to cause such Form S-3 to become effective as soon as reasonably practicable thereafter. Section 1.3 Obligations of the Company. Whenever effecting the -------------------------- registration of any Registrable Securities under this Section 1, the Company shall, as expeditiously as reasonably possible: (a) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (b) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed. (c) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration. (d) The Company shall use its best efforts to keep the registration statement continuously effective and usable for a period of 24 months after its effectiveness or if shorter when (i) all the Registrable Securities have been sold pursuant to the registration statement, or (ii) the first date after the second anniversary of the effective date hereof on which the largest number of Registrable Securities then held by any Holder constitutes less than one (1%) percent of the then outstanding shares of Common Stock of the Company. 2 (e) The Company shall use its best efforts to qualify all the Registrable Securities under any applicable state securities laws. (f) From time to time, the Company will amend or supplement the registration statement and any prospectus contained therein to the extent necessary to comply with the Securities Act and any applicable state securities statutes or regulations. The Company will also provide the Holder with as many copies of the prospectus contained in the appropriate registration statement and such other documents as such Holder may reasonably request (including without limitation a copy of all documents filed with and correspondence from or to the SEC in connection with the appropriate registration statement). Section 1.4 Furnish Information. It shall be a condition precedent to ------------------- the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding himself, the Registrable Securities held by him, and the intended method of disposition of such securities as the Company may reasonably request in writing and as shall be required to effect the registration of such Holder's Registrable Securities. Section 1.5 Expenses of Company Registration. The Company shall bear and -------------------------------- pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to registrations pursuant to Section 1.2 for each Holder, including (without limitation) all registration, filing, and qualification fees, "Blue Sky" fees and expenses, printers and accounting fees relating or apportionable thereto, but excluding any underwriting discounts and commissions relating to Registrable Securities, and any attorneys' fees other than the fees for the Company's counsel. Section 1.6 Delay of Registration. No Holder shall have any right to --------------------- obtain or seek an injunction restraining or otherwise delaying any such registration statement filed with and declared effective by the SEC as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1. Section 1.7 Indemnification. In the event any Registrable Securities are --------------- included in a registration statement under this Section 1: 3 (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Act, or the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, or the 1934 Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, or its underwriter or controlling person. Notwithstanding the foregoing, the Company shall not be required to indemnify any Holder pursuant to this Section 1.7(a) against any loss, claim, damage, liability, or action arising from any untrue or misleading statement or omission contained in any preliminary prospectus, if such deficiency is corrected in the final prospectus and the Company made timely delivery of the final prospectus to all purchasers of shares of the Company's capital stock pursuant to the public offering of such shares. (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, or the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.7(b) shall not apply to 4 amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); provided, that, in no event shall any indemnity under this Section 1.7(b) exceed the gross proceeds from the offering received by such Holder. Notwithstanding the foregoing, no Holder shall be required to indemnify the Company, its directors, its officers or any controlling person pursuant to this Section 1.7(b) against any loss, claim, damage, or liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus and the Company made timely delivery of the final prospectus to all purchasers of shares of the Company's capital stock pursuant to the public offering of such shares. (c) Promptly after receipt by an indemnified party under this Section 1.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party if the indemnified party, acting reasonably, determines that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.7. (d) If the indemnification provided for in this Section 1.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 5 (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement, which shall be customary for registration of the type then proposed, shall control. (f) The obligations of the Company and Holders under this Section 1.7 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise. Section 1.8 Compliance with Exchange Act. The Company shall timely file ---------------------------- with the SEC such information as the SEC may require under Section 13 or 15(d) of the Exchange Act; and in such event, the Company shall use its best efforts to take all action pursuant to Rule 144(c) as may be required as a condition to the availability of Rule 144 under the Securities Act (or any successor exemptive rule hereinafter in effect) with respect to the Common Stock of the Company. Section 1.9 Termination of Registration Rights. No Holder shall be ---------------------------------- entitled to exercise any right provided for in this Section 1 beyond two (2) years following the date of this Agreement. II. COVENANTS OF HOLDERS Section 2.1 Covenants of Holders. The Holders, and their duly appointed -------------------- representatives, shall obtain and provide to the Company, promptly upon request, any and all information reasonably required by the Company to comply with state and federal securities laws and other requirements, including but not limited to, beneficial ownership information and all shall cooperate with any state or federal licensing agency in any investigation by such agencies. III. MISCELLANEOUS Section 3.1 Successors and Assigns. Except as otherwise provided herein, ---------------------- the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferee of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Section 3.2 Governing Law. This Agreement shall be governed by and ------------- construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. 6 Section 3.3 Counterparts. This Agreement may be executed in two or more ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 3.4 Titles and Subtitles. The titles and subtitles used in this -------------------- Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Section 3.5 Notices. All notices, requests, demands and other ------- communications which a party is required to or may desire to give any other party in connection with this Agreement shall be in writing, and shall be personally delivered, delivered by facsimile transmission, or delivered by United States registered or certified mail, postage prepaid with return receipt requested, addressed as follows: If to the Company: View Tech, Inc. 950 Flynn Road Camarillo, CA 93012 Attention: Mr. Robert G. Hatfield Fax No. 805/482-3825 With a copy to: Howard J. Kern, Esq. 4057 Rhodes Avenue Studio City, CA 91064 Fax No. 818/980-6004 With a copy to: V. Joseph Stubbs, Esq. Brobeck, Phleger & Harrison LLP 550 South Hope Street, 21st Floor Los Angeles, CA 90071 Fax No. 213/-745-3331 If to the Holder: Andrew W. Jamison 18 Winding Way Plymouth, MA 02360 With a copy to: Thomas M. Zimmer, Esq. Van Wert & Zimmer, P.C. One Militia Drive Lexington, MA Fax No. 617/862-1941 If notice is given by personal delivery in accordance with the provisions of this Section 3.5, said notice shall conclusively be deemed given at the time of delivery. If notice is given by confirmed facsimile transmission in accordance with the provisions of this Section 3.5, said notice shall conclusively be deemed given at the time of the transmission. If notice is given by mail in accordance with the provisions of this section, said notice shall conclusively be deemed given 48 hours after deposit thereof in the United States mail. The addressees or addresses set forth above may be changed from time to time by a notice sent to the other parties. 7 Section 3.6 Expenses. If any action at law or in equity is necessary to -------- enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. Section 3.7 Amendments and Waivers. Any term of this Agreement may be ---------------------- amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company. Section 3.8 Severability. If one or more provisions of this Agreement ------------ are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. Section 3.9 Entire Agreement. This Agreement (including the exhibits and ---------------- schedules hereto, if any) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. This Agreement supersedes any registration rights granted to the Holder including, without limitation, any registration rights granted under the Merger Agreement. Each party to this Agreement acknowledges and represents that no representations, warranties, covenants, conditions, inducements, promises or agreements, oral or otherwise, other than as set forth herein, have been made by any party hereto, or anyone acting on behalf of any party. Section 3.10 Facsimile Signatures. This Agreement may be executed -------------------- manually or by facsimile signatures, all of which signatures shall have the same force and effect. Any party executing this Agreement by facsimile shall as soon as practicable thereafter deliver to counsel for the other parties a manually signed copy of this Agreement. Section 3.11 Venue; Jurisdiction. All actions with respect to this ------------------- Agreement will be instituted in a state court sitting in Ventura County, California or Suffolk County, Massachusetts or in a federal court for the Central District of California, or the Eastern District of Massachusetts, subject to the provisions on arbitration in (S)3.13 below. By the execution of this Agreement, each Party irrevocably and unconditionally submits to the jurisdiction (both subject matter and personal) of each such court and irrevocably and unconditionally waives: (a) any objection such Party might now or hereafter have to the venue in any such court; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. 8 Section 3.12 Arbitration. Any disputes arising out of this Agreement and ----------- the transactions among the Parties contemplated by this Agreement shall be settled by binding arbitration to be held in (i) Ventura County, California if such arbitration proceeding is initiated by the Holder and (ii) in Suffolk County, Massachusetts if such arbitration proceeding is initiated by the Company, in each case in accordance with the rules of the American Arbitration Association. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. Section 3.13 Attorneys' Fees. Each Party agrees that the losing party in --------------- any suit or action shall reimburse the prevailing party for its reasonable costs, expenses, and attorney's fees incurred in any action brought to determine the rights of the Parties hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. THE COMPANY: VIEW TECH, INC., a California corporation By: /s/ William M. McKay ---------------------------------- Name: William M. McKay Title: Chief Financial Officer HOLDER: By: /s/ Andrew W. Jamison ---------------------------------- Name: Andrew W. Jamison 9 -----END PRIVACY-ENHANCED MESSAGE-----