SHARE ALLOCATION AGREEMENT
This Share Allocation Agreement is made as of April 16, 1999, by and
among Venture Funding, Ltd., a Colorado corporation ("VFL"), Boutine, LLC,
a Colorado limited liability company ("Boutine"), Cavion Technologies,
Inc., a Colorado corporation formerly known as Network Acquisitions, Inc.
("Cavion"), LanXtra, Inc., a Colorado corporation formerly known as Cavion
Technologies, Inc. ("LanXtra"), Craig E. Lassen, David J. Selina and Jeff
Marshall.
Pursuant to the Asset Purchase Agreement dated December 31, 1998 (the
"Purchase Agreement") between LanXtra and Cavion, Cavion has purchased
substantially all of LanXtra's assets for shares of Cavion's common stock
and assumption of certain liabilities. VFL and Boutine are the
controlling shareholders of Cavion. As of the closing under the Purchase
Agreement, Lassen, Selina and Marshall (the "Managers") were the
management shareholders of Cavion.
At the closing under the Purchase Agreement, the parties entered into
an Agreement for Post-Closing Adjustments (the "Adjustment Agreement")
that provides for adjustment of the holdings of common stock among VFL,
Boutine, LanXtra and the Managers in order to implement the parties'
intention with respect to percentage ownership of the common stock. The
parties now have sufficient information to consummate the Adjustment
Agreement.
Therefore, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:
1. OFFERING EXPENSES. First Capital Investments, Inc., financial
advisor to Cavion, has delivered on behalf of Cavion the following
accounting of all costs related to the private offering of Cavion's
Secured Notes and Class A Common Stock Purchase Warrants, and the private
offering of Cavion's Convertible Preferred Stock, Series A (the
"offerings"):
ITEM AMOUNT
Legal fees (Coudert Brothers) $ 65,000
Accounting fees (Arthur Andersen) 5,970
Commissions (First Capital Investments, Inc.) 28,400
Expenses (First Capital Investments, Inc.) 2,785
--------
TOTAL $102,155
2. POST-CLOSING ADJUSTMENT OF SHARES. Based on the preceding
accounting of the costs of the offerings, the Adjustment Agreement calls
for adjustments to the share ownership of the parties in accordance with
the capitalization table attached as Exhibit A. Accordingly, the parties
agree to the following share adjustments:
(a) VFL assigns 989 shares to LanXtra
Boutine assigns 96 shares to LanXtra
(b) VFL assigns 603 shares to Selina
Boutine assigns 603 shares to Lassen
Boutine assigns 603 shares to Marshall
Simultaneously with the execution of this agreement, the parties will
execute stock assignments, deliver share certificates, and take whatever
other actions may be required to accomplish the transfers contemplated by
this agreement (including any actions required by Cavion's transfer
agent).
3. ADDITIONAL ADJUSTMENT. If within one year from the date of this
agreement Cavion pays additional costs related to the offerings that
aggregate $3,000 or more, VFL and Boutine will promptly assign to LanXtra
and the Managers the appropriate number of additional shares.
Notwithstanding that the Adjustment Agreement states that it terminates
with the implementation of this agreement, the additional adjustment
described in this section will be governed by the terms of the Adjustment
Agreement. If so requested by LanXtra, VFL and Boutine will assign to the
voting shareholders of LanXtra the number of shares deliverable to LanXtra
under this section, and will deliver these shares to LanXtra for the
benefit of its voting shareholders.
4. GENERAL. This agreement is governed by the laws of the State of
Colorado. This agreement supersedes all agreements previously made
between the parties concerning its subject matter, and may not be waived
or modified except in writing signed by the parties. If any provision of
this agreement is found to be invalid or unenforceable, such provision
will be modified to the minimum extent necessary to be valid and
enforceable, and the remainder hereof will not be affected. This
agreement is binding, on and enforceable by and against the parties and
their successors, legal representatives and assigns. No party may assign
its obligations under this agreement except to a purchaser of
substantially all of that party's stock in Cavion. The obligations of VFL
and Boutine under this agreement are joint and several. Notices under
this agreement will be in writing and will be effective when received by
certified mail to the addresses given below. Refusal to accept delivery
will be deemed receipt. This agreement does not supersede or exclude any
remedy that any party may have as a result of failure to close the
preferred stock offering or otherwise. The prevailing party will be
entitled to reimbursement of reasonable fees and costs in connection with
any dispute regarding this agreement.
[END OF AGREEMENT;
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IN WITNESS WHEREOF, the parties have executed and delivered this
Share Allocation Agreement as of the date first referenced above.
CAVION TECHNOLOGIES, INC. LANXTRA, INC.
/s/ David J. Selina /s/ David J. Selina
By: David J. Selina, President By: David J. Selina, President
7475 Dakin Street, Suite 607 7475 Dakin Street, Suite 607
Denver, Colorado 80221-6920 Denver, Colorado 80221-6920
VENTURE FUNDING, LTD. BOUTINE, LLC
/s/ Andrew I. Telsey /s/ Gary Graham
By: Andrew I. Telsey, President By: Gary Graham, Manager
2851 S. Parker Road, Suite 720 c/o First Capital Investments, Inc.
Aurora, Colorado 80014 5460 S. Quebec Street, Suite 220
Englewood, Colorado 80111
/s/ Craig E. Lassen /s/ David J. Selina
Craig E. Lassen David J. Selina
245 Poplar Street 5523 S. Jasper Way
Denver, Colorado 80220 Aurora, Colorado 80015
/s/ Jeff Marshall
Jeff Marshall
6198 S. Killarny Drive
Aurora, Colorado 80016