INVU 8-K
Investview, Inc. (INVU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.01— ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 21, 2021, Investview and its Chief Executive Officer, Joseph Cammarata, agreed to amend the terms of a promissory note held by Mr. Cammarata. The due date on the note was extended from March 30, 2022, until September 30, 2022, the Note was amended to allow for partial conversions, and the conversion price was changed from $0.02 per share to $0.008 per share.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as exhibits to this report:
Exhibit Number* |
Title of Document |
Location | ||
| Item 10 | Material Contracts | |||
| 10.94 | Debt Conversion Agreement between Investview, Inc., and Joseph Cammarata, effective as of March 30, 2021 | This filing | ||
| 10.95 | Convertible Promissory Note due March 30, 2022, dated March 30, 2021 | This filing | ||
| 10.96 | Amendment One to Convertible Promissory Note dated March 30, 2021 | This filing | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INVESTVIEW, INC. | ||
| Dated: September 28, 2021 | By: | /s/ Annette Raynor |
| Annette Raynor | ||
| Chief Operations Officer | ||
| 3 |
Exhibit 10.94
DEBT CONVERSION AGREEMENT
THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made effective as of March 30th, 2021, between INVESTVIEW, INC., a Nevada corporation (the “Corporation”), and JOSEPH CAMMARATA, an individual (“Cammarata”).
Premises
A. The Corporation and Cammarata entered into a Promissory Note dated January 30, 2020 the “Note”), which was amended on January 31, 2020 (the “First Amendment”) and on January 31, 2021 (the “Second Amendment”). Under the terms of the Note, as amended by the First Amendment and the Second Amendment, Investview owes Cammarata a total of $1,200,000 ($1,000,000 in principal and $200,000 in accrued interest, together the “Note Amount”) as of the date of this Agreement.
B. Cammarata has advanced an additional $350,000 to the Corporation, the terms of which were never formalized or reduced to writing (the “Advance”).
C. Both the Corporation and Cammarata want to hereby exchange the Note and the amount of the Advance for a new convertible promissory in substantially the form attached hereto (the “New Convertible Note”).
NOW THEREFORE, upon these premises and for and in consideration of the promises and covenants set forth herein, and the mutual benefit to be derived by each party, it is hereby agreed as follows:
Agreement
1. Exchange of Note and Advance for New Convertible Note. Upon execution of this Agreement and the surrender, termination, cancellation, retirement and satisfaction of the Note and any and all rights with respect to the Advance, the Corporation will issue the New Convertible Note to Cammarata as full consideration for the surrender, termination, cancellation and retirement of the amounts due under the Note and any and all rights and amounts due under the Advance.
2. Entire Agreement; Modification; Waiver. This Agreement constitutes the full and entire understanding and agreement between the Corporation and Cammarata with respect to the subject matter hereof and may not be altered, modified or amended except by a written agreement dated subsequent to the date of this Agreement and signed by both parties hereto. None of the rights, powers, privileges or provisions of this Agreement will be deemed to have been waived by any act, course of dealing, failure to act, delay or acquiescence on the part of either party, but only by an instrument in writing signed by both parties. No waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision(s) on another occasion. Nor shall any single or partial exercise of any such power, right, privilege or provision preclude other or further exercise thereof or of any other right, power, privilege or provision.
3. Successors and Assigns. The terms, conditions and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Corporation and Cammarata and their permitted successors and assigns.
4. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
5. Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law principles. The Corporation and Cammarata irrevocably agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the promises, conditions, rights, obligations, agreements and transactions contemplated hereby shall be brought, heard and litigated in any federal or state court located in Monmouth County, New Jersey, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.
6. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be delivered (a) in hand by person with written receipt of the person to whom such notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid, with delivery receipt requested. All notices sent in accordance with this Subsection 5.6 shall be deemed “Delivered” unless otherwise specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized officer of the intended recipient; if by registered or certified mail, three (3) business days after the same is deposited in the U.S. Mail; or if sent by a commercial courier service or overnight delivery service for next business day delivery, one (1) business day after payment and receipt of mailing. All such notices, demands, requests, consents, approvals, and other communications shall be sent to the respective parties at their address as follows:
If to the Corporation, to:
Investview, Inc.
234 Industrial Way West, Suite A202
Eatontown, New Jersey 07724
Attn: Annette Raynor, COO
E-mail: [email protected]
with a copy to (which will not constitute notice):
Michael Best & Friedrich, LLP
170 South Main Street, Suite 1000
Salt Lake City, UT 84101
Attn: Kevin C. Timken
E-mail: [email protected]
If to Cammarata:
Joseph Cammarata
234 Industrial Way West, Suite A202
Eatontown, New Jersey 07724
E-mail: [email protected]
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Notwithstanding the foregoing, service of legal process or other similar communications will not be given by electronic mail and will not be deemed duly given under this Agreement if delivered by such means. Each party, by notice duly given in accordance herewith this Section 7., may specify a different address for the giving of any notice, demand, request, consent, approval, and other communication hereunder.
7. Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, and without any additional consideration, the parties agree to provide further information or assurances; execute and deliver such additional agreements, certificates, instruments and documents; and take such other actions and do such other things, as may be necessary or appropriate to carry out the terms and provisions of this Agreement, accomplish the purposes and intent of the parties and give effect and consummate the transactions contemplated hereby.
8. Severability. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect, and the affected provision will be reformed only to the extent necessary to make such provision valid and enforceable without further action by the parties hereto. However, if any such illegal, invalid or unenforceable provision cannot by modified to become valid and enforceable, then such provision(s) shall be stricken from the Agreement in its/their entirety and all the other provisions hereof shall be continuing in full force and effect.
9. Headings; Premises. Descriptive headings of the sections and paragraphs appear herein for convenience of reference only and shall not control or affect the meaning of any provisions hereof and shall not be considered in the construction or interpretation of any of the provisions hereof. Cammarata and the Corporation hereby acknowledge, agree and confirm that the provisions contained in the Premises set forth above at the beginning of this Agreement are hereby incorporated herein by reference to this Agreement and are an integral part of this Agreement and the subject matter hereof.
10. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, (and any counterpart may be executed by original, portable document format (pdf), or other electronic signature), with the same effect as if all parties had signed the same document. All such counterparts when executed and delivered shall be construed together and be deemed an original, and shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| INVESTVIEW, INC. | ||
| By: | /s/ Annette Raynor | |
| Annette Raynor, Chief Operating Officer | ||
| /s/ Joseph Cammarata | ||
| JOSEPH CAMMARATA | ||
| 3 |
Exhibit 10.95
March 30th, 2021
INVESTVIEW, INC.
Convertible Promissory Note
Due March 30th, 2022
_______________________
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
Investview, Inc., a corporation duly organized and existing under the laws of the state of Nevada (hereinafter referred to as the “Company”), for value received, hereby promises to pay to the registered holder hereof, the principal sum of One Million, Five Hundred and Fifty Thousand Dollars ($1,550,000) on March 30, 2022, upon presentation and surrender of this Convertible Promissory Note (“Note”), at the offices of the Company at 234 Industrial Way West, Suite A202, Eatontown, NJ 07724, in such lawful money of the United States of America as at the time of payment shall be legal tender for the payment of public and private debt, and to pay in like lawful tender interest thereon, from and after March 30, 2021, at the interest rate set forth below, until the principal hereof is paid or made available for payment as herein provided. There interest so payable will, as provided below, be paid to the person in whose name this Note is registered at the close of business on the regular record date for such interest.
This Note is subject to the following further terms and material provisions.
1. Term and Interest. The date of maturity of the Note shall be March 30, 2022, subject to conversion as set forth in paragraphs 2 and 3 and prepayment as set forth in paragraph 4 hereof. The Note shall bear simple interest at an annual rate of 5%.
2. Conversion by the Holder. Subject to, and in compliance with, the provisions contained herein, the holder of this Note is entitled, at its option, at any time prior to maturity, or in the event this Note shall have been called for prepayment prior to such date, then, in respect of this Note, until and including, but not after the close of business within 30 days of the date of notice of prepayment, to convert this Note into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of common stock, par value $0.001 per share, of the Company (the “Shares”), at the rate of one share for each $0.02 of principal and accrued interest of this Note, subject to such adjustment in such conversion price, if any, as may be required by the provisions of this Note, by surrender of this Note, duly endorsed (if so required by the Company) or assigned to the Company or in blank, to the Company at its offices, accompanied by written notice to the Company in the form set forth below that the holder hereof elects to convert this Note. No partial conversions of this Note shall be permitted. No fractions of Shares will be issued on conversion, but instead of any fractional interest, the Company will round up the number of shares to be issued upon conversion to the nearest whole shares.
3. Conversion by the Company. Subject to, and in compliance with, the provisions contained herein, the Company is entitled, at its option, at any time prior to maturity, to convert this Note into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of common stock, par value $0.001 per share, of the Company (the “Shares”), at the rate of one share for each $0.02 of principal and accrued interest of this Note, subject to such adjustment in such conversion price, if any, as may be required by the provisions of this Note, by providing written notice to the Holder in the form set forth below that the Company elects to convert this Note. No partial conversions of this Note shall be permitted. No fractions of Shares will be issued on conversion, but instead of any fractional interest, the Company will round up the number of shares to be issued upon conversion to the nearest whole shares.
4. Prepayment. This Note is subject to prepayment, in whole or in part, at any time upon not less than 30 days’ notice by registered mail at the election of the Company. Prepayment shall be effected by paying the amount equal to the outstanding principal amount of the Note, plus all interest accrued to the date of prepayment. During the 30 days following the date of any notice of prepayment, the holder will have the right to convert the outstanding principal amount of the Note to common stock of the Company, on the terms and conditions provided for in paragraph 2 above. On the date fixed for prepayment, the Note shall cease to bear interest with respect to the amount of principally actually paid. Upon surrender of any Note for prepayment in accordance with said notice of prepayment by the Company, the amount of principal and interest due shall be paid in cash or certified funds.
5. Events of Default. “Event of Default,” when used herein, whatever the reason for such Event of Default and whether it shall be voluntary, involuntary, or effected by operation of law pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body, or be caused by the provisions of any paragraph herein, means any one of the following events:
(a) default in the payment of the principal of any Note in this Series when due, whether at maturity, upon prepayment, or otherwise; or
(b) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or composition of or in respect of the Company under the Federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or
(c) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or a filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.
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6. Adjustment in Conversion. The conversion price and number of shares issuable upon conversion of this Note may be subject to adjustment from time to time as follows:
(a) If the Company shall subdivide the outstanding Shares into a greater number of Shares or combine the outstanding shares into a smaller number of Shares, or issue by reclassification any of its Shares, the conversion price in effect immediately prior thereto shall be adjusted so that the holder of the Note thereafter surrendered for conversion shall be entitled to receive after the occurrence of any of the events described the number of Shares to which the holder would have been entitled had such Note been converted immediately prior to the occurrence of such event, such adjustment to become effective immediately after the opening of business on the day following the date upon which such subdivision or combination or reclassification, as the case may be, becomes effective.
(b) No fraction of a Share shall be issued upon conversion, but in lieu thereof, the Company, notwithstanding any other provision hereof, will round the number of shares to be issued up to the nearest whole share.
(c) Neither the purchase or other acquisition by the Company of any Shares nor the sale or other disposition by the Company of any Shares shall affect any adjustment of the conversion price or be taken into account in computing any subsequent adjustment of the conversion price.
7. Restrictions. The holder of this Note, by acceptance hereof, both with respect to the Note and the Shares to be issuable upon conversion of the Note (unless issued pursuant to an effective registration statement under the Securities Act), represents and warrants as follows:
(a) The Note and the Shares are being acquired for the holder’s own account to be held for investment purposes only and not with a view to or for resale in connection with any distribution of such Note or Shares or any interest therein without registration or other compliance under the Securities Act, and the holder hereof has no direct or indirect participation in any such undertaking or in underwriting such an undertaking.
(b) The holder hereof has been advised and understands that the Note and the Shares have not been registered under the Securities Act and the Note and/or the shares must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; except as set forth herein, the Company is under no obligation to register the Note and/or the Shares under the Securities Act; in the absence of such registration, sale of the Note or Shares may be impracticable; the Company’s registrar and transfer agent will maintain stop-transfer orders against registration of transfer of the Note and the Shares; and the certificates to be issued for any Shares will bear on their face a legend in substantially the following form:
The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state. These securities have been acquired for investment and may not be sold or transferred in the absence of an effective registration or other compliance under the Securities Act or the laws of the applicable state, or a “no-action” or interpretive letter from the Securities and Exchange Commission or an opinion of counsel reasonably satisfactory to the issuer and its counsel to the effect that the sale or transfer is exempt from registration under the Securities Act and such state statutes.
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(c) The Company may refuse to transfer the Note and/or the Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a “no-action” or interpretive response from the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such letter or opinion states that the Note and/or Shares are free from any restrictions under the Securities Act, the Company may refuse to transfer the Note and/or the Shares to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Note and Shares as set forth herein. The Company may also refuse to transfer the Note or Shares if any circumstances are present reasonably indicating that the transferee’s representations are not accurate.
8. Registered Holder. The Company may treat the person or persons whose name or names appear hereon as the absolute owner or owners of this Note for the purpose of receiving payment of, or on account of, the principal and interest due on this Note and for all other proposes, and the Company shall not be affected by any notice to the contrary.
9. Severability. In case any provision in this Note shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10. Governing Law. This Note shall be governed by and construed and interpreted in accordance with the laws of the state of New Jersey, excluding principles of choice or conflicts of law.
11. Legal Holidays. In any case when any date provided herein shall not be a business day, then (notwithstanding any other provision of this Note), the event required or permitted on such date shall be required or permitted, as the case may be, on the next succeeding business day with the same force and effect as if made on the date upon which such event was required or permitted pursuant hereto.
12. Delay or Omission; No Waiver. No delay or omission of any holder of the Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or acquiescence therein. Every right or remedy given hereby or by law may be exercised from time to time and as often as may be deemed expedient.
13. Miscellaneous. This Note is subject to the following additional terms and conditions:
(a) If this Note is placed with an attorney for collection, or if suit be instituted for collection, or if any other remedy provided by law is pursued by the registered holder hereof because of any default in the terms and conditions herein, then, in either event, the undersigned agrees to pay reasonable attorneys’ fees, costs, and other expenses incurred by the registered holder hereof in so doing.
(b) None of the rights and remedies of the registered holder hereof shall be waived or affected by failure or delay to exercise them. All remedies conferred on the registered holder of this Note shall be cumulative and none is exclusive. Such remedies may be exercised concurrently or consecutively at the registered holder’s option.
DATED effective as March 30th, 2021.
| Investview, Inc. | |
| /s/ Annette Raynor | |
| Annette Raynor, Chief Operations Officer |
| 4 |
____________, 202__
Investview, Inc.
Re: Conversion of Note
Gentlemen:
The undersigned owner of this Note hereby irrevocably exercise the option to convert this Note into shares of common stock, par value $0.001 per share, of Investview, Inc., in accordance with the terms of this Note, and directs that the shares issuable and deliverable upon the conversion be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay any transfer taxes payable with respect thereto.
| (signature) | ||
| FILL IN FOR REGISTRATION | ||
| OF SHARES: | ||
| (Printed Name) | (Social Security or other identifying number) | |
| (Street Address) | (City/State/Zip Code) |
Exhibit 10.96
September 21st, 2021
INVESTVIEW, INC.
Amendment No. 1 to
Convertible Promissory Note
Dated March 30, 2021
This Amendment No. 1, dated September 21st, 2021, hereby amends the Convertible Promissory Note issued by Investview, Inc., (“Company”) to Joseph Cammarata, (“Holder”) dated March 30, 2021 (the “Note”). The Company and Holder hereby desire to amend the Note as set forth below herein this Amendment No. 1.
Now, Therefore, and in consideration of the mutual covenants, promises and agreements herein and in the Note, and intending to be legally bound hereby, the Company and Holder hereby agree to modify and amend the Note as follows:
Sections 1, 2 and 3 of the Note are hereby deleted in their entirety and hereby replaced in their entirety by the following:
1. Term and Interest. The date of maturity of the Note shall be September 30, 2022, subject to conversion as set forth in paragraphs 2 and 3 and prepayment as set forth in paragraph 4 hereof. The note shall bear simple interest at an annual rate of 5%.
2. Conversion by the Holder. Subject to, and in compliance with, the provisions contained herein, the Holder of this Note is entitled, at its option, at any time prior to maturity, or in the event this Note shall have been called for prepayment prior to such date, then, in respect of this Note, until and including, but not after the close of business within 30 days of the date of notice of prepayment, to convert this Note into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of common stock, par value $0.001 per share, of the Company (the “Shares”), at the rate of one share for each $0.008 of principal and accrued interest of this Note, subject to such adjustment in such conversion price, if any, as may be required by the provisions of this Note, by surrender of this Note, duly endorsed (if so required by the Company) or assigned to the Company or in blank, to the Company at its offices, accompanied by written notice to the Company in the form set forth below that the Holder hereof elects to convert this Note. Partial conversions of this Note shall be permitted. No fractions of Shares will be issued on conversion, but instead of any fractional interest, the Company will round up the number of shares to be issued upon conversion to the nearest whole shares.
3. Conversion by the Company. Subject to, and in compliance with, the provisions contained herein, the Company is entitled, at its option, at any time prior to maturity, to convert this Note into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of common stock, par value $0.001 per share, of the Company (the “Shares”), at the rate of one share for each $0.008 of principal and accrued interest of this Note, subject to such adjustment in such conversion price, if any, as may be required by the provisions of this Note, by providing written notice to the Holder in the form set forth below that the Company elects to convert this Note. Partial conversions of this Note shall be permitted. No fractions of Shares will be issued on conversion, but instead of any fractional interest, the Company will round up the number of shares to be issued upon conversion to the nearest whole shares.
Other than as amended by this Amendment No. 1, the Note shall remain in full force and effect, unmodified and is ratified and confirmed by Company and Holder. This Amendment No. 1 contains the entire agreement of the Company and Holder with respect to the subject matter hereof, and all preliminary negotiations with respect thereto are merged into and superseded by this Amendment No. 1. This Amendment No. 1 may not be amended except in writing signed by both Company and Holder.
[The remainder of this page is left blank]
IN WITNESS WHEREOF, Company and Holder have caused this Amendment No. 1, to the Note, to be duly executed and delivered as of the day and year first written above, with the intent to be legally bound hereby.
DATED effective as of September 21st, 2021.
| Investview, Inc. | |
| /s/ Annette Raynor | |
| Annette Romano, Chief Operations Officer |
Acknowledged and Agreed as of September 21st, 2021.
| Holder | |
| /s/ Joseph Cammarata | |
| Joseph Cammarata |