Debt Conversion and Note Amendment Agreement between Valuesetters, Inc. and Thomas Carmody (October 31, 2017)
This agreement is between Valuesetters, Inc. and Thomas Carmody. It documents the conversion of $220,991.23 of debt under an existing loan into 44,198,246 shares of Valuesetters' common stock at $0.005 per share. The agreement also extends the loan's maturity date to October 31, 2020 and reduces the interest rate to 1.25% per year, with a default rate of 8%. The remaining loan balance is confirmed as $1,000,000. All other terms of the original loan remain unchanged.
Exhibit 4.1
Date: October 31, 2017
Valuesetters, Inc..
745 Atlantic Ave
Boston, MA 02111
Attention: Cecilia Lenk, Chairman and CEO
Re: Conversion of debt into Shares of Common Stock of Valuesetters Inc. (the “Company”)
Dear Ms. Lenk:
Pursuant to an agreement by and between the undersigned and the Company, the undersigned hereby irrevocably elects to convert a portion of the debt balance of the 8% Amended Loan and Security Agreement dated July 25, 2014 and due on June 30, 2017 of ValueSetters, Inc. (the “Note”) into shares of Common Stock of the Company as follows:
| (1) | (2) | (3) | (4) | (5) | (6) |
Description
| Number of Shares | Conversion Price/Share | Total Dollar Amount | FIT Withholding | Total Balance Paid |
Portion of Balance Due |
44,198,246
|
$0.005 |
$220,991.23 |
0 |
$220,991.23 |
In conjunction with this conversion, the undersigned also agrees to extend the maturity date on the Note until October 31, 2020 and to lower the interest rate to 1.25% per annum, with a default interest rate of 8% per annum. All other terms and provisions of the Note remain unchanged, and with the above conversion, which includes payment of accrued interest, the undersigned confirms that the remaining balance of the Note as of this date, October 31, 2017, is One Million Dollars ($1,000,000).
Please acknowledge your agreement to the above by signing this letter where indicated below and returning it to me. Thank you for your assistance in this matter.
Very truly yours,
/s/ Thomas Carmody
Thomas Carmody
Member
Agreed to and Accepted:
Valuesetters, Inc.
By:/s/ Cecilia Lenk
Name: Cecilia Lenk
CEO
