AMENDMENT NUMBER ONE TO
CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
This Amendment Number One (this "Amendment") to the Convertible
Debenture Purchase Agreement, with the schedules and exhibits thereto, dated as
of May 1, 2000 (the "Agreement") by and among INVU, Inc., a Colorado
corporation, with its executive offices at The Beren, Blisworth Hill Farm, Stoke
Road, Blisworth, Northamptonshire (the "Company"), and the purchasers listed on
Schedule 1 to the Agreement is dated May 22, 2000. Capitalized terms not
otherwise defined in this Amendment shall have the meanings ascribed to them in
the Agreement.
Section 1. Section 4(c)(i) to the form of Debenture annexed to the
Agreement as Exhibit A is hereby amended to read as follows:
(c) (i) The Conversion Price for each Debenture in effect on
any Conversion Date shall be the lesser of (X) [the lower of US$1.875 or one
hundred twenty-five percent (125%) of the average Per Share Market Value for the
five (5) Trading Days immediately prior to the Closing Date] (the "Fixed
Conversion Price") or (Y) seventy five percent (75%) of the average of the three
(3) lowest Per Share Market Value prices during the thirty (30) day period
immediately preceding the Conversion Date ("Floating Conversion Price"). The
conversion of the Debentures is subject to the Limitation on Conversion in
Section 4.19 of the Purchase Agreement as set forth below.
"In addition to and not in lieu of the limitations on
conversion set forth in the Debentures, the conversion and
exercise rights of each of the Purchasers set forth in the
Debentures and the Warrants, as applicable, shall be limited,
solely to the extent required, from time to time, such that,
unless each of the Purchasers give written notice 75 days in
advance to the Company of their intention to exceed the
Limitations of Conversions as defined herein, with respect to
all or a specified amount of the Debentures and the
corresponding number of the Underlying Shares, in no instance
shall the maximum number of shares of Common Stock which the
Purchasers (singularly, together with any Persons who in the
determination of such Purchasers, together with such
Purchasers, constitute a group as defined in Rule 13d-5 of the
Exchange Act) may receive in respect of any conversion of the
Debentures, or exercise of the Warrants, exceed, at any one
time, an amount equal to the remainder of (i) 4.99% of the
then issued and outstanding shares of Common Stock of the
Company following such conversion or exercise minus (ii) the
number of shares of Common Stock of the Company then owned by
any of the Purchasers (including any shares of Common Stock
deemed beneficially owned due to ownership of the Debentures
and Warrants) (the foregoing being herein referred to as the
"Limitation on Conversion"); provided, however, that the
Limitation on Conversion shall not apply to any forced or
automatic conversion by the Company pursuant to Section 4(i)
and Section 5 of the Debentures and, provided, further, that
if 10 Business Days have elapsed since any of the Purchasers
shall have declared an Event of Default (as that term is
defined in the Convertible Debenture) and the Company shall
not have cured such Event of Default, the provisions of this
Section 4.19 shall be null and void from and after such date.
The Company shall, promptly upon its receipt of a notice of
conversion tendered by any of the Purchasers (or its sole
designee) under the Debentures, as applicable, and upon its
receipt of a notice of exercise under the terms of the
Warrants, notify such Purchaser by telephone and by facsimile
of
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the number of shares of Common Stock outstanding on such date
and the number of Underlying Shares which would be issuable to
such Purchaser (or its sole designee, as the case may be) if
the conversion requested in such notice of conversion or
exercise requested in such notice of exercise were effected in
full, whereupon, notwithstanding anything to the contrary set
forth in the Debentures or the Warrants, such Purchaser may
within one Trading Day of its receipt of the Company notice
required by this Section 4.19 by facsimile revoke such
conversion or exercise to the extent (in whole or in part)
that it determines that such conversion or exercise would
result in such Purchaser owning shares of Common Stock in
excess of the Limitation on Conversion."
Section 2. All other provisions of the Agreement shall remain in full
force and effect.
Section 3. This Amendment may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first indicated above.
Company:
INVU, INC.
By: /s/ David Morgan
------------------------
Name: David Morgan
Title: President
Purchasers:
GEM GLOBAL YIELD FUND LIMITED
By:
-------------------------
Name:
Title:
TURBO INTERNATIONAL LTD.
By:
-------------------------
Name:
Title:
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