DEBT AMENDMENT

EX-10.7 8 f107.htm AMENDED PROMISSORY NOTE WITH JEFF FRANZ Converted by EDGARwiz

DEBT AMENDMENT

The Holder (the “Holder”) is the holder of an outstanding promissory note issued by WRAPmail Inc. (the “Company”), in the principal amount of $15,000 of which the Company has (the “Note”),

The Holder and the Company now desire to amend certain provisions of the Notes as follows:

(a) the Note, including all accrued interest thereon, shall be convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.01, or (ii) fifty percent (50%) of the lowest Closing Bid Price of the Common Stock for the thirty (30) Trading Days preceding the Conversion Date;

(b) the Maturity Date of the Notes shall be extended to February 1, 2017; and

(c) The Holder may not convert the Notes to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Notes are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Notes that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company.

This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the conflicts of the law principles thereof.

This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.

Dated: December 21, 2016

WRAPmail, Inc

___________________________

Marco Alfonsi, CEO

Jeffrey J. Frantz

___________________________

PROMISSORY NOTE

^$15,000

February 1, 2016

FOR VALUE RECEIVED, WRAPmail, Inc. ("Maker") promises to pay Jeff Frantz or his assigns ("Holder") in lawful money of the United States of America, the aggregate principal sum of Fifteen Thousand Dollars ($15,000). The interest on the unpaid principal balance shall accrue from the date the sum was received until the Payment Date (as defined below) at an annual rate equal to I 2% per annum. Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed until payment.

Principal and Interest. The principal amount of this Note and all accrued interest shall be due and payable in one lump sum payment on August 1, 2016 (the "Payment Date"). Notwithstanding anything herein to the contrary, the Note may be prepaid by Maker without penalty, in whole or in part.

Manner of Payment. The payment of principal and interest on this Note shall be paid by Maker to Holder by wire transfer of immediately available funds to an account or accounts designated by Holder in writing. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be taken into account in calculating the amount of interest payable under this Note. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of New York.

Prepayment. Maker may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment.

Events of Default. An Event of Default is defined as follows: (a) failure by the Maker to pay amounts due hereunder within fifteen (15) days of the date of maturity of this Note; (b) failure by the Maker for thirty (30) days after notice to it to comply with any of its other agreements in the Note; (c) events of bankruptcy or insolvency; (d) a breach by the Maker of its obligations under this Agreement which is not cured by the Maker within ten (10) days after receipt of written notice thereof.

Severability. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Governing Law. This Note will be governed by the laws of the State of New York without regard to principles of conflicts of laws.

Parties in Interest. This Note may be assigned or transferred by Holder. Subject to the preceding sentence, the rights and obligations of Maker and Holder shall be binding upon and benefit their successors, assigns, heirs, administrators and transferees.

Section Headings; Construction. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Note unless otherwise specified. All words used in this Note will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the words "hereof' and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

IN WITNESS WHEREOF, Maker has accepted this Note and the terms herein as of the date first written above and executed and delivered this Note as of this l day of February, 2016

WRAPMAIL, INC.

/s/ Marco Alfonsi

Marco Alfonsi

CEO