EXHIBIT 10.15
SECOND AMENDMENT
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TO
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INVESTMENT AGREEMENT
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THIS SECOND AMENDMENT (this "Amendment") to the Investment Agreement,
dated March 21, 1995, by and between Virtual Realty Network, Inc., a Nevada
corporation now known as Virtual Mortgage Network, Inc. ("Investee Company" or
"VMN"), and American Growth Fund I, L.P., a California limited partnership
("Investor"), as amended by that certain Addendum to Investment Agreement, dated
March 31, 1995 (the "Addendum"), and that certain Amendment to Investment
Agreement, dated September 15, 1995 (the "Investment Agreement"), is hereby
entered into by VMN and Investor effective as of September 9, 1996, and the
parties hereto agree as follows:
1. All warrants to purchase capital stock of VMN that have been
issued to Investor or American Growth Capital Investments, Inc., a Nevada
corporation ("AGCI"), by VMN prior to and on the date hereof, other than (a)
that certain Warrant to purchase 175,000 shares of Common Stock of VMN, dated
March 22, 1995, and (b) that certain Bridge Warrant, dated July 8, 1996, but
including those warrants listed on Exhibit A attached hereto, shall have an
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exercise price of $1.00 per share. In consideration of such adjustment to the
exercise price, VMN agrees to issue to Investor an additional warrant to
purchase 6,083 shares of Common Stock of VMN at an exercise price of $1.00
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per share on the date hereof (the "Additional Warrant").
2. Section 3.2 of the Investment Agreement shall be reinstated and
shall read in full as follows:
3.2 Management Services
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A. Through American Growth Capital Corporation, the Managing General
Partner of the Investor ("AGCC"), the Investor and AGCC hereby
agree to provide Investee Company with all appropriate management
and guidance services required by the Investee Company until the
earlier of the closing of the
Investee Company's Initial Public Offering or March 21, 2000.
3. Section 4.2 of the Investment Agreement shall be amended in its
entirety to read as follows:
4.2 Shares
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A. Issuance; Registration Rights. The Investee Company will issue
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to Investor 250,000 shares of Common Stock, which the Investor
acknowledges is being acquired for Investor's own account, for
investment purposes only, and not with an intent to sell or
resale in connection with any public distribution of all or any
portion of the securities. The Investor agrees that it will not
transfer any of the securities other than in compliance with all
applicable state and federal securities laws, that the securities
will bear an appropriate and customary restrictive legend
regarding compliance with such laws and that stop transfer orders
may be placed with the Investee Company's transfer agent with
respect to the foregoing restrictions. Investor may, in the
future, distribute such shares of Common Stock to its limited
partners, provided that such distribution is done in compliance
with applicable state and federal securities laws, the securities
bear an appropriate and customary restrictive legend regarding
compliance with such laws and the Investee Company shall continue
to have the right to place stop transfer orders. Investor shall
be entitled to the registration rights granted to it under the
Virtual Mortgage Network, Inc. Master Registration Rights
Agreement, a copy of which is attached hereto and is incorporated
herein by reference.
4. Section 4.3 of the Investment Agreement shall be amended in its
entirety to read as follows:
4.3 Warrants
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A. Issuance: Registration Rights. The Investee Company will issue
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to Investor a warrant to purchase 175,000 shares of Common Stock
(the "Warrant"), which the Investor acknowledges is being
acquired for Investor's own account, for investment purposes
only, and not with an intent to sell or resale in connection with
any public distribution of all or any portion of the securities.
The Investor agrees that it will not transfer any of the
securities other than in
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compliance with all applicable state and federal securities laws,
that the securities will bear an appropriate and customary
restrictive legend regarding compliance with such laws and that
stop transfer orders may be placed with the Investee Company's
transfer agent with respect to the foregoing restrictions.
Investor may, in the future, distribute such Warrant rights to
its limited partners, provided that such distribution is done in
compliance with applicable state and federal securities laws and
the securities bear an appropriate and customary restrictive
legend regarding compliance with such laws and the Investee
Company shall continue to have the right to place stop transfer
orders. Investor shall be entitled to the registration rights as
to the Warrant that are granted to Investor under the Virtual
Mortgage Network, Inc. Master Registration Rights Agreement.
5. Section 4.4 of the Investment Agreement shall be amended in its
entirety to read as follows:
4.4 Board of Directors
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A. Effective at the Closing Date and terminating immediately prior
to the filing by VMN of a registration statement on Form S-1 (or
a comparable form) for an Initial Public Offering, VMN will
increase its Board of Directors to five members, one of which
shall be appointed by the Investor for two non-revocable (except
as contemplated hereby) one (1) year terms.
6. The right of Investor to convert 250,000 shares of Common Stock
and 175,000 warrants to purchase Common Stock into Series A Preferred shares,
granted to Investor in the Addendum, is hereby terminated.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of this 9th day of September, 1996.
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VIRTUAL MORTGAGE NETWORK, INC.
By: /s/ XXX X. XXXXXX
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Name: XXX X. XXXXXX
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Title: V.P. ADMINISTRATION
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AMERICAN GROWTH FUND I, L.P.
By: AMERICAN GROWTH CAPITAL CORPORATION
Its: Managing General Partner
By: /s/ XXXXX XXXXXX
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Name: XXXXX XXXXXX
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Title: SEC/TREAS
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AMERICAN GROWTH CAPITAL
INVESTMENT, INC.
By: /s/ XXXXX XXXXXX
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Name: XXXXX XXXXXX
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Title: PRES.
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EXHIBIT A
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WARRANTS OUTSTANDING
Date of Warrant Holder Number of Warrant Shares
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1/19/96 AGCI 125,000
2/27/96 AGCI 50,000
3/29/96 Investor 7,500
A-1
