INVU .035s has
reduced its balance sheet debt by approximately $2.3 million dollars by converting note and bond holders into equity. Lock-Up. The Wealth Generators Members agree that each individually shall not transfer, offer, pledge, sell, contract to sell, grant any options for the sale of or otherwise dispose of, directly or indirectly, any INVU Shares through one (1) year from the Closing Date. If requested by an underwriter of Common Stock, each Wealth Generators Members will reaffirm the agreement set forth in this Section 1.5 in a separate writing in a form satisfactory to such underwriter. INVU may impose stop-transfer instructions with respect to the INVU Shares. Notwithstanding the foregoing, the restrictions set forth in this Section 1.5 shall not apply to (A) the sale by a Wealth Generators Member of up to 20% per month of the INVU Shares held by such Wealth Generators Member commencing on the six (6) month anniversary of this Agreement, or (
transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) to any trust for the direct or indirect benefit of the Wealth Generators Member or the immediate family of the Wealth Generators Member, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes of this Section 1.5, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. All certificates representing the INVU Shares deliverable to the Wealth Generators Members pursuant to this Agreement and any certificates subsequently issued with respect thereto or in substitution therefor shall bear a legend substantially as follows, in addition to any legend INVU determines is required pursuant to any applicable legal requirement including the standard legend required under the Securities Act of 1933, as amended: