EXHIBIT 10.15
Dated 1999
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(1) INVU INC
- and -
(2) VERTICAL INVESTMENTS LIMITED
- and -
(3) XXXX XXXXX XXXXXXX
- and -
(4) XXXXX XXXXXX, XXXX XXXXXXXX and XXXX X'XXXXXXXX
- and -
(5) INVU SERVICES LIMITED
- and -
(6) XXX XXXXXXXX
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SUPPLEMENTAL AGREEMENT
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Teacher Xxxxx Xxxxx
00/00 Xxxxxxx Xxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
Email: xxx@xxxxxx.xx.xx
Ref: ALPHA/VERTICAL-SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT is made the day of 1999
BETWEEN:-
(1) INVU INC a company organized and existing under the laws of the state
of Colorado (whose shares trade on the NASD OTC Bulletin Board) whose
principal place of business is at The Beren, Blisworth Hill Farm, Stoke
Road, Blisworth, Northamptonshire, NN 17 3DB (the "Company").
(2) VERTICAL INVESTMENTS LIMITED (Company number: 71185) a company
registered in Jersey whose registered office is at Xxxxx Xxxxx, Xxx
Xxxx, Xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx XX0 ("Vertical Investments")
and XXXX XXXXX XXXXXXX of 00 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx xxxx
Xxxx XX0 0XX ("Xx Xxxxxxx") (together the "Investor").
(3) XXXXX XXXXXX of 0 Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxxxxxxxx XX00 0XX, XXXX
XXXXXXXX of 00 Xxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx XX0 0XX and
XXXX X'XXXXXXXX of 00 Xxxxxx, Xxxxxx, Xxxxxxxxxxxxxxxx XX0 0XX (the
"Executive Directors").
(4) INVU SERVICES LIMITED (a company registered in England and Wales under
number 3319922), whose registered office is x/x XxXxxxxx Xxxxxxxxxx and
Xxxx, City Tower, Level 4, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (the
"Guarantor").
(5) XXX XXXXXXXX of [ ] ("Xx Xxxxxxxx")
WHEREAS:-
(A) This Agreement is supplemental to the Investment Agreement made between
Parties (1) to (4) dated l7th August 1999 (the "Investment Agreement")
whereby the Investor advanced an aggregate of US$1,000,000 (the
"Investment") to the Company.
(B) The Parties acknowledge that it was always the intention that one third
of the Investment be advanced to the Company by Xx Xxxxxxxx. The
Parties now agree that one third of the Investment should be considered
made by Xx Xxxxxxxx as, if he were a party to the Investment Agreement,
on the terms and conditions set out in this Agreement.
IT IS AGREED AS FOLLOWS:-
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement except as otherwise provided or where the context
requires otherwise, words and expressions shall have the same meanings
as given to them in the Investment Agreement.
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1.2 References to statutes or statutory provisions shall be construed as
including references to any statutory modification consolidation
re-enactment or amendment (whether before or after the date hereof) for
the time being in force all statutory instruments or orders made
pursuant thereto or any statutory provisions of which they are
consolidations re-enactments modifications or amendments.
1.3 Except where the context otherwise requires words denoting the singular
include the plural and vice versa; words denoting any gender include
all genders; words denoting the whole include any part thereof.
1.4 References to Clauses Sub-Clauses or Schedules are references to
clauses or sub-clauses of or schedules to this Agreement.
1.5 Clause headings are for ease of reference only and do not affect the
construction of this Agreement.
1.6 References to any Party shall (where the context so admits) include his
personal representatives his estate or trustees in bankruptcy.
1.7 Words denoting an obligation on a Party to do an act matter or thing
include an obligation to procure that it be done and words placing a
Party under a restriction include an obligation not to permit
infringement of the restriction.
2. AGREEMENT
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2.1 In consideration of the obligations and agreements of Xx Xxxxxxxx in
clause 3 the Parties agree that any reference to "Investor" in the
Investment Agreement shall be deemed to include Xx Xxxxxxxx and all
obligations, warranties, conditions or other covenants given to or by
the Investor in the Investment Agreement shall also apply as if they
were also given by or to Xx Xxxxxxxx as if he were an original party to
the Investment Agreement.
2.2 For the avoidance of doubt the obligations under and the benefits
accruing to the Investors under the Investment Agreement and the Loan
Stock instruments shall be borne by Xx Xxxxxxx, Vertical Investments
and Xx Xxxxxxxx in three equal proportions.
2.3 Subject to clauses 2.1 and 2.2 the Investment Agreement shall continue
in full force and effect.
3. OBLIGATIONS OF XXX XXXXXXXX
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3.1 Upon the signing of this Agreement Xx Xxxxxxxx shall pay to Xx Xxxxxxx
the sum of (pound)207,451.66 which shall represent one third of the
Investment.
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3.2 Xx Xxxxxxxx agrees to comply with the terms of the Investment Agreement
in so far as they relate to the Investor, as if he were an original
party to the Investment Agreement.
3.3 Pursuant to clause 12 of the Loan Stock Instruments Xx Xxxxxxxx
acknowledges that:-
3.3.1 by acceptance of the Loan Stock Certificate, he is acquiring
the Loan Stock and the Common Shares issuable upon conversion
thereof for his own account, not as a nominee or agent, and
not with a view to, or for the resale or distribution of any
part thereof except in compliance with the Registration
Requirements and that he has no present intention of selling,
granting any participation in, or otherwise distributing the
same.
3.3.2 that by acceptance of the Loan Stock Certificate, he
acknowledges that, because he has not been registered under
the Securities Act the Loan Stock and the Common Shares
issuable upon conversion thereof must be held indefinitely
unless subsequently registered under the Securities Act or any
exemption from such registration is available.
3.4 Xx Xxxxxxxx acknowledges that Xxxxxx Xxxxxxx is and will remain for the
time being the first Investor Director.
3.5 Xx Xxxxxxxx hereby indemnifies and shall keep indemnified Xx Xxxxxxx
and Vertical Investments against any costs, claims, demands, expenses
or any other loss incurred by them prior to the date of this Agreement
in connection with the one third of the Investment being transferred to
Xx Xxxxxxxx.
4. COMPLETION
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4. The Patties agree to use their best endeavours, to procure that follow-
ing the signing of this Agreement:-
4.1 the Company shall issue to Xx Xxxxxxx, Vertical Investments and Xx
Xxxxxxxx the following Loan Stock Certificates:-
INVESTOR NAME LOAN STOCK "A" LOAN STOCK "B"
Xx. Xxxxxxx US$200,000 US$133,334
Vertical Investments US$200,000 US$133,333
Xx Xxxxxxxx US$200,000 US$133,333
and shall update the register to be maintained by the Company in relation to the
Loan Stock.
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4.2 Vertical Investments agrees to transfer 75,000 of the Transferred
Shares to Xx Xxxxxxxx by executing the appropriate stock transfer form
and delivering the same to the authorized transfer agent and the
Company agrees thereafter to enter Xx Xxxxxxxx'x name in its register
of members.
5. COSTS
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Pursuant to Clause 5 of tile Investment Agreement the Company will pay
all reasonable expenses (including reasonable solicitors' fees and
expenses) incurred by Xx Xxxxxxx and Vertical Investments in relation
to this Agreement. The other Parties shall bear their own costs.
6. NOTICES
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6.1 Any notice or other communication to be given under this Agreement
shall be in writing and shall be delivered personally or sent by first
class pre-paid post telex or facsimile transmission. The addresses for
service of the Parties shall be the addresses stated at the beginning
of this Agreement, except that the address for service for the
Guarantor shall be The Beren, Xxxxxxxxx Xxxx Xxxx, Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxxxxxxx, XX00 0XX (provided that any Party may by
written notice served in accordance with this Clause substitute another
address in England which shall then become that Party's address for
service).
6.2 All notices and other communications shall be deemed to have been
served as follows:-
(a) if personally delivered at the time of delivery;
(b) if posted at the expiration of 48 hours after tile envelope
containing the same was delivered into the custody of the
postal authorities; and
(c) if communicated by telex or facsimile transmission at the
time of transmission.
6.3 In proving such service it shall be sufficient to prove that personal
delivery was made or that the envelope containing such notice or other
communication was properly addressed and delivered into the custody of
the postal authorities as a pre-paid first class letter or that the
telex transmission was made and the recipient's "answerback" received
the same transmission or that the facsimile transmission was made
evidenced by the relevant activity report.
6.4 The deemed service provisions set out in Clause 6.2 do not apply to a
notice served by post if there is a national or local suspension,
curtailment or disruption of postal services which affect the
collection of such notice or if that notice cannot reasonably be
expected
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to be delivered within 48 hours of positing, in which case the notice
shall be served when actually delivered.
7. GOVERNING LAW
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The construction, validity and performance of this Agreement shall be
governed by the laws of England and the Parties submit to the exclusive
jurisdiction of the English courts.
8. MISCELLANEOUS
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8.1 No failure to exercise or delay in exercising or enforcing any right or
remedy under this Agreement shall constitute a waiver thereof and no
single or partial exercise or enforcement of any right or remedy under
this Agreement shall preclude or restrict the further exercise or
enforcement of any such right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any
rights and remedies provided by law.
8.2 The invalidity, illegality or unenforceability of any provision of this
Agreement shall not affect the continuation in force of the remainder
of this Agreement.
8.3 All provisions of this Agreement shall so far as they are capable of
being performed continue in full force and effect notwithstanding
completion of this Agreement.
8.4 This Agreement may be amended only by a written document signed by all
the parties.
8.5 This Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall be an original but all the
counterparts shall together constitute one and the same instrument.
Executed and delivered by the Parties as a Deed on the date first above written.
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EXECUTED as a DEED and DELIVERED )
by INVU INC acting by two directors/director )
and Secretary )
Director
Director/Secretary
EXECUTED as a DEED and DELIVERED )
by XXXX XXXXX XXXXXXX )
in the presence of.- )
EXECUTED as a DEED and DELIVERED )
by VERTICAL INVESTMENTS LIMITED )
acting by two directors/director and Secretary )
Director
Director/Secretary
EXECUTED as a DEED and DELIVERED )
by XXXXX XXXXXX )
in the presence of:- )
EXECUTED as a DEED and DELIVERED )
by XXXX XXXXXXXX )
in the presence of:- )
EXECUTED as a DEED and DELIVERED )
by XXXX X'XXXXXXXX )
in the presence of:- )
EXECUTED as a DEED and DELIVERED )
by INVU SERVICES LIMITED acting by )
two directors/director and Secretary )
Director
Director/Secretary
EXECUTED as a DEED and DELIVERED )
by XXX XXXXXXXX )
in the presence of:- )
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