FIRST AMENDMENT
TO
SHARE EXCHANGE AGREEMENT
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT, dated as of July 23, 1998
(the "Amendment"), by and between SUNBURST ACQUISITIONS I, INC., a Colorado
corporation (the "Sunburst"), and MONTAGUE LIMITED, an Isle of Man company
("Montague").
WHEREAS, Sunburst and Montague have entered into that certain Share
Exchange Agreement, dated as of May 19, 1998 (the "Share Exchange Agreement"),
whereby Sunburst agreed to acquire all of the shares of common stock of INVU
PLC, a company incorporated under English law ("INVU") held by Montague and
Halcyon Enterprises PLC, a company incorporated under English law ("Halcyon") in
exchange for shares of common stock of Sunburst (the "Exchange"), upon the terms
and subject to the conditions set forth in the Share Exchange Agreement; and
WHEREAS, the parties now desire to supplement and amend the Share
Exchange Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements contained herein, and subject to the terms and conditions set forth
herein, the parties agree as follows:
1. Definitions. Section 1 of the Share Exchange Agreement is hereby amended
by deleting the definitions of "Xxxxxxxx Shareholders" and "Offering Funds" set
forth therein.
2. Exchange of INVU Common Stock. Section 2.3 of the Share Exchange
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:
"2.3 EXCHANGE OF INVU COMMON STOCK. The INVU Common
Stock shall be exchanged in the Share Exchange as follows:
Each share of INVU Common Stock issued and
outstanding prior to the Effective Date will be exchanged for
150.6054091 shares of Sunburst Common Stock, equaling in the
aggregate 26,506,552 shares of Sunburst Common Stock, which
shares will represent in the aggregate 87.75% of the issued
and outstanding Sunburst Common Stock assuming the conversion
of the Sunburst Preferred Stock and the issuance of the
Sunburst Common Stock to Consultant pursuant to the agreement
set forth in Section 5.2 of the Sunburst Disclosure Schedule.
No share of Sunburst Common Stock shall be affected in any
manner by the consummation of the Share Exchange."
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3. Expiration Date. Section 3.1 of the Share Exchange Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following:
"3.1 TIME AND PLACE OF CLOSING. Subject to the fulfilment of
the conditions precedent in Sections 8 and 9 hereof, the closing of the
Share Exchange (the "Closing"), shall, unless otherwise agreed to in
writing by the parties or required in connection with the compliance by
Sunburst of Section 14(f) of the Exchange Act and Rule 14f-1
thereunder, take place at the offices of Jenkens & Xxxxxxxxx, a
Professional Corporation, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
at 10:00 a.m., local time, on or prior to the 90th day following the
date of this Agreement (the "Expiration Date")."
4. INVU Deposit. Section 6.8 of the Share Exchange Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following:
"6.8 INVU DEPOSIT. INVU shall deposit $500,000 into an
account maintained by INVU Services within four (4) days of the
execution of that certain First Amendment to Share Exchange Agreement
(the "Initial INVU Deposit")."
5. Conditions to Sunburst Obligations. Section 8(i) of the Share Exchange
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:
"(i) The Initial INVU Deposit shall have been deposited into
an account maintained by INVU Services within four (4) days of the
execution of that certain First Amendment to Share Exchange Agreement."
6. Conditions to Montague Obligations. Section 9(o) of the Share Exchange
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:
"(o) The Initial INVU Deposit shall have been deposited into
an account maintained by INVU Services within four (4) days of the
execution of that certain First Amendment to Share Exchange Agreement."
7. Issuance of Shares. Section 10.3 of the Share Exchange Agreement is
hereby amended by deleting such Section in its entirety and replacing it with
the following:
"10.3 ISSUANCE OF SHARES TO CONSULTANT. Simultaneously with
the consummation of the Share Exchange, the Consultant shall receive
1,510,344 shares of Sunburst Common Stock, which shares will represent
in the aggregate 5.0% of the issued and outstanding Sunburst Common
Stock assuming the conversion of the Sunburst Preferred Stock and the
consummation of the Share Exchange."
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8. Additional INVU Deposit. Section 10 of the Share Exchange Agreement is
hereby amended by adding the following Sections thereto:
"10.4 ADDITIONAL INVU DEPOSIT. Within 14 days after the
consummation of the Share Exchange, INVU shall deposit an additional
$500,000 into the account maintained by INVU Services and established
in connection with Section 6.8 hereof."
"10.5 STOCK SPLIT. After consummation of the Share Exchange,
Montague agrees to cause a 2.4 to 1 reverse split (the "Reverse Split")
of the Sunburst Common Stock to be effectuated, subject to the approval
of the Board of Directors of Sunburst, compliance with all applicable
proxy rules under the Exchange Act and approval of the shareholders of
Sunburst. Montague agrees to vote all of its Sunburst Common Stock in
favor of such Reverse Split."
9. Terms. All capitalized terms not defined in this Amendment shall have
the meanings given to them in the Share Exchange Agreement.
10. Continuation of Share Exchange Agreement. Except as expressly modified
in this Amendment, the terms of the Share Exchange Agreement remain in full
force and effect.
11. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Colorado, regardless of the laws that
might otherwise govern under applicable principles of conflicts of law.
12. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties in separate counterparts, each of
which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, Sunburst and Montague have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
SUNBURST ACQUISITIONS I, INC.
By: /s/ Xxx Xxxxxx
-----------------------
Name: Xxx Xxxxxx
Title: President
MONTAGUE LIMITED
By: /s/ Xxxxx Xxxxxx
-----------------------
Name: Xxxxx Xxxxxx
Title: Attorney-In-Fact
