Exhibit
10.1


 


AMENDED LOAN AND SECURITY AGREEMENT


 


THIS AMENDED
LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 25, 2014 (the “Effective Date”)
is entered into by and between Valusetters Inc., a Utah corporation the “Borrower”), and Vaxstar LLC, a Delaware
limited liability company (“Lender”).


 


RECITALS


 


WHEREAS, Lender
is a shareholder of Valuesetters Inc. and has purchased the debt previously owed to a secured lender under a revolving loan and
security agreement dated April 28, 2011;


 


WHEREAS,
Borrower has requested that Lender make advances to Borrower from time to time on a revolving basis in an aggregate principal amount
at any time thereof not to exceed two hundred fifty thousand dollars ($250,000) (the “Maximum Principal Amount”);
and


 


WHEREAS,
Lender is willing to make such advances to Borrower on the terms and subject to the conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender, intending to be legally bound, hereby agree as follows:


 


1. Loans
and Promissory Note.


 


(a) Commitment
to Lend.  Subject to the terms and conditions set forth in this Agreement, Lender hereby agrees to make advances
to Borrower (each a “Loan Advance” and collectively, the “Loan Advances”) from time to time,
during the period beginning on the date hereof and ending on the Maturity Date (the “Draw Period”), in an amount
up to, but not to exceed, the Maximum Principal Amount in the aggregate outstanding at any time, for the purposes stated herein
only.  During the Draw Period, subject to the terms and condition of this Agreement, Borrower may borrow, repay, and
re-borrow amounts up to the Maximum Principal Amount at any time and from time to time.


 


(b) Promissory
Note.  The Loan Advances made by Lender hereunder shall be evidenced by the duly executed Promissory Note of Borrower
to Lender, dated as of the date hereof in an original principal amount equal to the Maximum Principal Amount and in the form attached
hereto as Exhibit A (as amended, modified, extended, renewed or replaced from time to time, the “Note”).


 


(c) Repayments.  Borrower
shall pay in full any remaining outstanding principal amount, all accrued but unpaid interest, and all other Obligations on the
Maturity Date.


 


(d) Payment
of Interest.


 


(i) Subject
to Section 7(b)(ii), the principal amount outstanding under the Loan Advances shall accrue interest from the date of issuance
until the Maturity Date at the rate of eight percent (8%) per annum, compounding daily.  The payment of accrued interest
shall be made on the first calendar day of each month. Should Borrower not make a monthly interest payment, the payment amount
will be added to the principal balance due under this Agreement. 


 


(ii) Interest
will be computed on the basis of a year deemed to consist of 360 days and shall be paid for the actual number of days elapsed.


 


2. Creation
of a Security Interest.


 


(a) Grant
of Security Interest.


 


(i) Borrower
hereby grants to Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest
in, and pledges to Lender, all of Borrower’s right, title and interest in, to and under all the Collateral, wherever located,
whether now owned or hereafter acquired or arising, and all proceeds and products thereof.  Borrower represents, warrants,
and covenants that the security interest granted herein is and shall at all times be a first priority perfected security interest
in the Collateral other than with respect to Permitted Liens.  If Borrower shall acquire a commercial tort claim, Borrower
shall promptly notify Lender in writing of the general details thereof and grant to Lender a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to
Lender.


 


(ii) If
this Agreement is terminated, Lender’s security interest in the Collateral shall continue until the Obligations are repaid
in full in cash.  Upon payment in full in cash of the Obligations and at such time as Lender’s obligation to make
Loan Advances has terminated, Lender shall, at Borrower’s sole cost and expense, release its security interest in the Collateral
and all rights therein shall revert to Borrower.


 


(b) Authorization
to File Financing Statements.  Borrower hereby authorizes Lender to file financing statements, without notice to
Borrower, with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder.  Such
financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being
of an equal or lesser scope, or with greater detail, all in Lender’s discretion.  Lender shall promptly provide
Borrower with a copy of any such financing statements following filing.


 


 


3. Conditions
of Loans.


 


(a) Conditions
Precedent to Loan Advances.  Lender’s obligation to make each Loan Advance is subject to satisfaction of the
following conditions:


 


(i) Receipt
of an executed Notice of Borrowing (as defined below);


 


(ii) The
representations and warranties in Section 4 shall be true in all material respects on the date of the Notice of Borrowing
and the Loan Date (as defined below);


 


(iii) No
Event of Default shall have occurred and be continuing or result from such Loan Advance;


 


(iv) There
shall not have occurred, in Lender’s sole discretion, any Material Adverse Change.


 


(b) Procedure
for Borrowing.  Subject to the prior or simultaneous satisfaction of the conditions set forth in Section 3(a), to
obtain a Loan Advance, Borrower shall give written notice to Lender in the form attached as Exhibit B (a “Notice
of Borrowing”) not later than the tenth (10th)
Business Day prior to the date of the proposed Loan Advance (the “Loan Date”).  Each Notice of Borrowing
shall be in writing and shall specify (a) the Loan Date; (b) the account of Borrower to be funded and the wire instructions applicable
thereto; (c) the purpose for which such Loan Advance shall be used; and (d) the amount of such proposed Loan Advance.  Each
Loan Advance shall be made to Borrower following Lender’s receipt of a Notice of Borrowing and satisfaction of the other
conditions set forth in Section 3(a), Lender shall deliver the applicable Loan Advance to Borrower on the Loan Date by ACH transfer
of immediately available funds to the account specified by Borrower.


 


4. Representations
and Warranties of Borrower. 


Borrower hereby represents and warrants
to Lender as of the date hereof as follows:


 


(a) Binding
Agreement.  The Loan Documents constitute or will constitute, when issued and delivered, valid and binding obligations
of Borrower, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting
the enforcement of creditors’ rights in general, and general principles of equity.


 


(b) Organization;
Power; Authorization.  Borrower is a Registered Organization duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation or incorporation, as the case may be.  Borrower has all requisite
power and authority (corporate and otherwise) to execute, deliver and perform the Loan Documents and to consummate the transactions
contemplated thereby.  The execution, delivery and performance by Borrower of the Loan Documents and the consummation
of the transactions contemplated thereby have been duly authorized by all necessary action on the part of Borrower.


 


(c) Non-Contravention.  Neither
the execution and the delivery of the Loan Documents, nor the consummation of the transactions contemplated hereby, will (a) violate
any injunction, judgment, order, decree, ruling, charge or any provision of Borrower’s charter documents, or, to Borrower’s
knowledge, any restriction of any government, governmental agency, or court to which Borrower is subject, or (b) conflict with,
result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, any material agreement, contract, lease, license, instrument, or other arrangement to which Borrower
is a party or by which it is bound or to which any of its assets are subject.


 


(d) Collateral.


 


(i) Borrower
has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien
hereunder, free and clear of any and all Liens except Permitted Liens. The security interests and Liens granted to Lender under
this Agreement and the other Loan Documents to which Borrower is a party constitute valid and perfected first priority liens and
security interests in and upon the Collateral to which Borrower now has or hereafter acquires rights other than with respect to
Permitted Liens.  The Accounts are bona fide, existing obligations of the Account Debtors.


 


(ii) All
Inventory is in all material respects of good and marketable quality, free from material defects.


 


(iii) Borrower
is the owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of
business. Each patent is valid and enforceable and no part of the intellectual property of the Borrower has been judged invalid
or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the
intellectual property violates the rights of any third party.


 


(iv) Borrower
is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (A)
that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or
agreement or any other property, or (B) for which a default under or termination of could interfere with Lender’s right to
sell any Collateral.  Borrower shall provide written notice to Lender within ten (10) days of entering or becoming bound
by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial
condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as
Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (Y) all such licenses
or agreements to be deemed “Collateral” and for Lender to have a security interest in it that might otherwise be restricted
or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and
(Z) Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with
Lender’s rights and remedies under this Agreement and the other Loan Documents.


 


(e) Tax
Returns and Payments.  Borrower has filed, or caused to be filed, in a timely manner all material tax returns, reports
and declarations which are required to be filed by it (without requests for extension except as previously disclosed in writing
to Lender).  All information in such tax returns, reports and declarations is complete and accurate in all material respects.  Borrower
has paid or caused to be paid prior to delinquency all taxes due and payable or claimed due and payable in any assessment received
by it, except taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available
to Borrower and with respect to which adequate reserves have been set aside on its books.  Adequate provision has been
made by Borrower for the payment of all accrued and unpaid federal, state, county, local, foreign and other taxes whether or not
yet due and payable and whether or not disputed.


 


5. Covenants.


 


(a) Affirmative
Covenants.


 


(i) Maintenance
of Properties.  Borrower shall maintain all tangible property included in the Collateral in good order and repair,
subject to normal wear and tear, and make all needed and proper repairs to its properties so that Borrower’s business may
be properly and advantageously conducted at all times in accordance with prudent business management and in compliance with all
governmental requirements and regulations;


 


(ii) Use
of Proceeds.  Borrower shall use the proceeds of the Loan Advances solely as working capital and to fund its general
business requirements and not for personal, family, household or agricultural purposes;


 


(iii) Insurance.  Borrower
shall, at all times, maintain with financially sound and reputable insurers insurance with respect to the Collateral against loss
or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established
reputation engaged in the same or similar businesses and similarly situated.


 


(iv) Further
Assurances.  Borrower shall execute any further instruments and take further action as Lender reasonably requests
to perfect or continue Lender’s security interest in the Collateral or to otherwise effect the purposes of this Agreement.


 


(b) Negative
Covenants.  Borrower shall not, without Lender’s prior written consent:


 


(i) Dispositions.  Convey,
sell, lease, transfer or otherwise dispose of (collectively, “Transfer”), or permit any of its subsidiaries
to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business;
(b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens; and (d) of non-exclusive licenses for the use of
the property of Borrower or its subsidiaries in the ordinary course of business;


 


 


(ii) Mergers
or Acquisitions.  Merge or consolidate, or permit any of its subsidiaries to merge or consolidate, with any other
Person, or acquire, or permit any of its subsidiaries to acquire, all or substantially all of the capital stock or property of
another Person.  A subsidiary may merge or consolidate into another subsidiary or into Borrower; provided that, in the
case of a merger of a subsidiary into Borrower, Borrower shall remain the surviving entity.


 


(iii) Indebtedness.  Borrow
money or engage in any other financing transaction for borrowed money except under this Agreement and except for trade payables
incurred in the ordinary course of Borrower’s business;


 


(iv) Encumbrances.  Create,
incur, allow, or suffer any Lien on any Collateral, or assign or convey any right to receive income or permit any of Borrower’s
subsidiaries to do so, or permit any Collateral not to be subject to the first priority security interest granted herein, in each
case, other than with respect to Permitted Liens;


 


(v) Loans.  Make
any loan to any Person except receivable, prepaid items or deposits incurred in the ordinary course of business; or


 


(vi) Capital
Expenditures.  Make nor agree to make any material capital expenditures. 


 


 


 


6. Representations
and Warranties of Lender.


 


(a) Binding
Agreement.  This Agreement constitutes or will constitute, when issued and delivered, a valid and binding obligation
of Lender, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the enforcement
of creditors’ rights in general, and general principles of equity.


 


(b) Organization;
Power; Authorization.  Lender is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware.  Lender has full limited liability company power and authority to execute, deliver
and perform this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance
by Lender of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary
limited liability company action.


 


(c) Non-Contravention.  Neither
the execution and the delivery of the Loan Documents, nor the consummation of the transactions contemplated hereby, will (a) violate
any injunction, judgment, order, decree, ruling, charge or any provision of Lender’s charter documents, or, to Lender’s
knowledge, any restriction of any government, governmental agency, or court to which Lender is subject, or (b) conflict with, result
in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, any material agreement, contract, lease, license, instrument, or other arrangement to which Lender
is a party or by which it is bound or to which any of its assets are subject


  


7. Events
of Default; Remedies Upon Default.


 


(a) Events
of Default.  The occurrence of any of the following events shall constitute an event of default (each, an “Event
of Default”) hereunder:


 


(i) Borrower
fails to pay timely any of the principal and any accrued interest or other amounts due under the Loan Documents when the same becomes
due and payable;


 


(ii) Borrower
(A) files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law, or any other
law for the relief of, or relating to, debtors, now or hereafter in effect; (B) applies for or consents to the appointment
of a custodian, receiver, trustee, sequestrator, conservator or similar official for Borrower or for a substantial part of Borrower’s
assets; (C) makes a general assignment for the benefit of creditors; (D) becomes unable to, or admits in writing its
inability to, pay its debts generally as they come due; or (E)  takes any corporate action in furtherance of any of the foregoing;


 


(iii) An
involuntary petition is filed against Borrower (unless such petition is dismissed or discharged within sixty (60) days) under any
bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, sequestrator, conservator, assignee for the benefit
of creditors (or other similar official) is appointed to take possession, custody or control of any property of Borrower;


 


(iv) One
or more final and non-appealable judgments for the payment of money in an amount, individually or in the aggregate, of at least
$100,000 (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) are
entered by a court of competent jurisdiction against Borrower which judgment remains undischarged, unsatisfied, unvacated or unstayed
for a period of ten (10) days after such judgment becomes final and non-appealable (and Lender shall not be required to make
any Loan Advances prior to the satisfaction, vacation or stay of such judgment, order or decree);


 


(v) A
default or breach occurs under any agreement between Borrower and any creditor of Borrower that signed a subordination, intercreditor,
or other similar agreement with Lender, or any creditor that has signed such an agreement with Lender breaches any terms of such
agreement;


 


(vi) Any
representation, warranty or other statement made by Borrower in the Loan Documents, or any other agreement or other document delivered
in connection with any of the Loan Documents, shall prove to have been false or misleading in any material respect when made;


 


(vii) Borrower
violates any covenant set forth in Section 5 hereof; or


 


(viii) After
the date hereof, Borrower grants any Person, other than Lender, any Lien or other encumbrance on all or any substantial part of
its assets, other than (A) with respect to Permitted Liens or (B) with respect to any Lien or other encumbrance that is junior
in priority to the Lien created by Section 2 hereof.


 


(b) Remedies
Upon Default.


 


(i) Upon
the occurrence of an Event of Default hereunder:


 


(A) all
unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Lender, be immediately due and payable
by Borrower;


 


(B) Lender
may terminate its commitment to make additional Loan Advances; and


 


(C) Lender
may proceed to protect and enforce its right by suit in the specific performance of any covenant or agreement contained in the
Loan Documents or in aid of the exercise of any power granted in the Loan Documents or may proceed to enforce the payment of the
Loan Documents or to enforce any other legal or equitable rights as Lender may have, including exercising any right or remedies
available to Lender under the Loan Documents and under the Code (including disposal of the Collateral pursuant to the terms thereof).


 


(ii) Any
and all amounts (including principal, unpaid interest and all reasonable costs and expenses of collection, including reasonable
attorneys’ fees) outstanding hereunder after an Event of Default shall bear interest from the date due until paid at the
rate of fifteen percent (15%) per annum.


 


(c) Power
of Attorney.  Borrower hereby irrevocably appoints Lender as its lawful attorney-in-fact, exercisable upon the occurrence
and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment
or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors;
(c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Lender determines
reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien,
charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise
take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Lender or a third party as
the Code permits.


 


(d) Application
of Payments and Proceeds.  If an Event of Default has occurred and is continuing, Borrower shall have no right to
specify the order or the accounts to which Lender shall allocate or apply any payments required to be made by Borrower to Lender
or otherwise received by Lender under this Agreement when any such allocation or application is not specified elsewhere in this
Agreement.  If an Event of Default has occurred and is continuing, Lender may apply any funds in its possession, whether
from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of
the Collateral, or otherwise, to the Obligations in such order as Lender shall determine in its sole discretion.  If
Lender, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction
with any purchaser at any sale of Collateral, Lender shall have the option, exercisable at any time, of either reducing the Obligations
by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Lender
of cash therefor.


 


(e) Lender’s
Liability for the Collateral.  So long as Lender complies with reasonable practices regarding the safekeeping of
the Collateral in the possession or under the control of Lender, Lender shall not be liable or responsible for: (i) any loss or
damage to the Collateral; (ii) any diminution in the value of the Collateral; or (iii) any act or default of any carrier, warehouseman,
bailee, or other Person.  So long as Lender complies with reasonable practices regarding the safekeeping of the Collateral
in the possession or under the control of Lender, Borrower bears all risk of loss, damage or destruction of the Collateral.


 


8. Other
Provisions.


 


(a) Demand
Waiver; Representations and Expenses.  Borrower waives presentment, notice of dishonor, protest and notice of protest
of this Agreement and the Note and all other notices or demands in connection with the delivery, acceptance, performance, default
or endorsement of the Loan Documents, and shall pay reasonable out-of-pocket costs and expenses of collection when incurred by
Lender, including, without limitation, reasonable attorneys’ fees and expenses


 


(b) Waivers
by Lender; Remedies Cumulative.  Lender’s failure, at any time or times, to require strict performance by Borrower
of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Lender thereafter
to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Lender
and then is only effective for the specific instance and purpose for which it is given. Lender’s rights and remedies under
this Agreement and the other Loan Documents are cumulative.  Lender has all rights and remedies provided under the Code,
by law, or in equity.  Lender’s exercise of one right or remedy is not an election, and Lender’s waiver of
any Event of Default is not a continuing waiver. Any delay in exercising any remedy by Lender is not a waiver, election, or acquiescence.


 


 


(c) Binding
Agreement; Governing Law.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.  This Agreement shall be governed by and construed in accordance with
the internal and substantive laws of the State of Delaware and without regard to any conflicts of laws concepts which would apply
the substantive law of some other jurisdiction.


 


(d) Further
Assurances.  The parties hereto agree to execute and deliver all such other papers and documents and to take such
other further actions that may be reasonably necessary or appropriate to carry out the terms of this Agreement.


 


(e) Entire
Agreement; Amendment.  The Loan Documents contain the entire agreement among the parties with respect to the subject
matter hereof and there are no agreements, understandings, representations, or warranties regarding the subject matter hereof that
are not set forth herein.  This Agreement may not be amended or revised except by a writing signed by Borrower and Lender.


 


(f) Notices.  Any
notices required or permitted to be sent to Borrower or Lender shall be delivered to the address of Borrower or Lender, as applicable,
as set forth below.  All notices required or permitted hereunder, to be effective, shall be in writing and shall be deemed
effectively given: (i) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not, then
on the next Business Day, (ii) three (3) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iii) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt.


 


If to Borrower, to:


 


Manuel Teixeira


Valuesetters Inc.


430 North Street


White Plains, NY 10605


 


 


If to Lender, to:


 


Vaxstar LLC


P. O. Box 277, Hingham
MA 02043


 


 


(g) Counterparts.  This
Agreement may be executed in one or more counterparts, all of which when taken together shall constitute but one instrument, and
in the event any signature is delivered by facsimile or “.pdf” transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” were an original thereof.


 


(h) Severability.  The
provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity or enforceability
of any other provision hereof.


 


(i) Captions.  The
captions herein have been inserted solely for convenience of reference and in no way define, limit, or describe the scope or substance
of any provision of this Agreement.


 


(j) Interpretation.  All
pronouns used herein shall include the masculine, feminine, and neuter gender as the context requires.  All defined terms
shall include both the plural and singular case as the context requires.


 


(k) Restriction
on Assignment.  Notwithstanding anything herein to the contrary, Borrower shall not assign this Agreement without
obtaining the prior written approval of Lender.  Lender may assign or transfer any of its rights or obligations under
the Loan Documents without the consent of Borrower, and the provisions of the Loan Documents shall be binding upon and inure to
the benefit of such assignee or transferee.  Any attempted assignment in violation of this Section 8(k) shall be
void and the other party hereto shall not recognize any such purported assignment.


 


(l) Borrower
Matters.  Borrower may request a Loan Advance hereunder. Borrower acknowledges that Loan Advances totaling $91,407
have already been made to it and such advances shall be governed by this agreement. Borrower hereunder shall be obligated to repay
all Loan Advances made hereunder. Borrower waives any suretyship defenses available to it under the Code or any other applicable
law.  Borrower waives any right to require Lender to: (i) proceed against any Borrower or any other Person; (ii) proceed
against or exhaust any security; or (iii) pursue any other remedy. Lender may exercise or not exercise any right or remedy it has
against Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting
any Borrower’s liability hereunder. Notwithstanding any other provision of this Agreement or any other Loan Document, Borrower
irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower
to the rights of Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any
other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment
made by Borrower with respect to the Obligations in connection with this Agreement, any other Loan Document or otherwise and all
rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made
by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification,
reimbursement or any other arrangement prohibited under this Section 8(l) shall be null and void. If any payment is made to a Borrower
in contravention of this Section 8(l), such Borrower shall hold such payment in trust for Lender and such payment shall be promptly
delivered to Lender for application to the Obligations, whether matured or unmatured.


 


9. Definitions.  As
used in this Agreement:


 


(a) “Account”
means all present and future rights of Borrower to payment for goods sold or leased or for services rendered, which are not evidenced
by instruments or chattel paper, and whether or not earned by performance.


 


(b) “Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter
be made.


 


(c) “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking
institutions in the State of Delaware are authorized or required by law or governmental action to close.


 


(d) “Code”
means the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of Delaware; provided,
that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently
in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided
further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority
of, or remedies with respect to, Lender’s security interest in any Collateral is governed by the Uniform Commercial Code
in effect in a jurisdiction other than the State of Delaware, the term “Code” shall mean the Uniform Commercial Code
as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment,
perfection, priority, or remedies and for purposes of definitions relating to such provisions.


  


(e) “Collateral”
is any and all properties, rights and assets of Borrower described on Exhibit C.


 


(f) “Equipment”
is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without
limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.


 


(g) “Inventory”
means all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter
be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work
in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody
or possession or in transit and including any returned goods and any documents of title representing any of the above.


 


(h) “Lien”
means any claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 


(i) “Loan
Documents” means this Agreement and the Note, each as amended, restated, or otherwise modified.


 


(j) “Material
Adverse Change” means (i) any impairment in the perfection or priority of Lender’s security interest in the Collateral,
other than with respect to any Permitted Lien, or in the value of such Collateral; (ii) a material adverse change in the business,
operations or condition (financial or otherwise) of Borrower; or (iii) a material impairment in the prospect of repayment of any
portion of the Obligations.


 


(k) “Maturity
Date” means June 30, 2017.


 


(l) “Obligations”
means Borrower’s obligation to pay when due any debts, principal, interest, and other amounts Borrower owes Lender now or
later under the Loan Documents.


 


(m) “Permitted
Liens” means (i) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being
contested in good faith and for which Borrower maintains adequate reserves on its books, provided that no notice of any such Lien
has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the treasury regulations adopted thereunder;
(ii) purchase money Liens (A) on Equipment acquired or held by Borrower incurred for financing the acquisition of Equipment securing
no more than One Hundred Thousand Dollars ($100,000) in the aggregate amount outstanding, or (B) existing on Equipment when acquired,
if the Lien is confined to the property and improvements and the proceeds of the Equipment; (iii) statutory Liens securing claims
or demands of materialmen, mechanics, carriers, warehousemen, landlords and other Persons imposed without action of such parties;
provided that, the aggregate amount of such Liens does not at any time exceed One Hundred Thousand Dollars ($100,000.00); and (iv)
Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (i) through (ii), but
any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount
of the indebtedness may not increase.


 


(n) “Person”
means an individual, corporation association, partnership, limited liability company, joint venture, trust, government, agency
department or any other entity.


 


(o) “Records”
means all of Borrower’s present and future books of account of every kind or nature, purchase and sale agreements, invoices,
ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating
to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and
devices, file cabinets or containers in or on which the foregoing are stored (including any rights of Borrower with respect to
the foregoing maintained with or by any other person).


 


(p) “Registered
Organization” means any “registered organization” as defined in the Code with such additions to such term
as may hereafter be made.


 


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 



     

     

    

 


 


 


 


IN WITNESS WHEREOF, the parties hereto
have executed this Loan and Security Agreement as of the date first above written.


 


	
        BORROWER:

         

        VALUESETTERS INC.

         

        By:   /s/ Manuel Teixeira                

        Name:  Manuel Teixeira

        Title:  CEO

         

         
	
        LENDER:

         

        VAXSTAR LLC

          

        By:  /s/ Mark Richards             

        Name:  Mark Richards

        Title: CEO

	 	 


 


 



     

     

    

Exhibit A


 


 


Form of Promissory Note


 


PROMISSORY NOTE


 


	Up to $250,000	July 25, 2014


 


FOR VALUE RECEIVED,
VALUESETTERS INC., a Delaware corporation, (the “Borrower”), hereby absolutely, irrevocably, unconditionally
to pay to the order of VAXSTAR LLC, a Delaware limited liability company (“Lender”), in United States
dollars and in immediately available funds, the principal sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), or such
lesser amount as may be advanced by Lender to the Borrower from time to time in accordance with that certain Amended Loan and Security
Agreement dated as of July 25, 2014, between the Borrower and Lender (as it may be amended, modified, extended or restated from
time to time, the “Loan Agreement”), together with interest thereon, as provided in the Loan Agreement.  Notwithstanding
the foregoing, the aggregate principal amount outstanding under this Promissory Note (this “Note”) shall not
exceed two hundred fifty thousand dollars ($250,000).  This Note is subject to all of the terms and conditions set forth
in, and such terms and conditions are hereby incorporated herein by reference to, the Loan Agreement.  All capitalized
terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.  In the event of any conflict
between the provisions of this Note and the Loan Agreement, the provisions of the Loan Agreement shall prevail.


 


The obligations
of the Borrower evidenced by this Note are secured as set forth in the Loan Agreement.


 


Except as otherwise
provided in the Loan Documents, all outstanding principal and interest with respect to Loan Advances shall be due and payable in
full in cash on the Maturity Date.  The daily unpaid principal balance outstanding under this Note shall bear interest
at the rate(s) set forth in the Loan Agreement.  The Loan Advances may be prepaid in whole or in part at any time without
premium or penalty and amounts repaid may be re-borrowed in accordance with the provisions of the Loan Agreement.


 


Upon the occurrence
of an Event of Default, Lender shall have, and shall be entitled to exercise, all of the rights and remedies set forth in the Loan
Documents.


 


All payments in
respect of amounts outstanding under this Note shall be paid in immediately available funds to the account(s) specified by Lender
from time to time.  Any payment due in respect of this Note which falls due on a day other than a Business Day shall
be made on the next Business Day.


 


The Borrower hereby
waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note.  No release
of any security for the payment of this Note or extension of time for payment of this Note, and no alteration, amendment or waiver
of any provision of this Note made by agreement between Lender and any other Person shall release, discharge, modify, change or
affect the liability of the Borrower under this Note.


 


Each right, power
and remedy of Lender under this Note, the Loan Agreement, any other Loan Document, or under applicable laws shall be cumulative
and concurrent, and the exercise of any one or more of them shall not preclude the simultaneous or later exercise by Lender of
any or all such other rights, powers or remedies.  No failure or delay by Lender to insist upon the strict performance
of any one or more provisions of this Note, the Loan Agreement, any other Loan Document, or to exercise any right, power or remedy
consequent upon an Event of Default shall constitute a waiver thereof, or preclude Lender from exercising any such right, power
or remedy.  No modification, change, waiver or amendment of this Note shall be deemed to be made unless in writing signed
by the Borrower and Lender. This Note shall inure to the benefit of and be binding upon the Borrower and Lender and their respective
successors and assigns; provided that except as set forth in the Loan Agreement, the Borrower shall have no right to assign any
of its rights or delegate any of its obligations under this Note and provided further there shall be no restrictions of any nature
on Lender’s right to assign this Note or its rights hereunder.  The invalidity, illegality or unenforceability
of any provision of this Note shall not affect or impair the validity, legality or enforceability of any other provision.  This
Note shall be deemed to be made in, and shall be governed by the laws of, the State of Delaware (without regard to its conflicts
of laws principles).


 


	 


[SIGNATURE PAGE FOLLOWS]


 



     

     

    

 


IN WITNESS WHEREOF,
this Promissory Note has been duly executed by the undersigned as of the day and year first above written.


 


 


	
        BORROWER:

         

        VALUESETTERS INC.

         

        By:   /s/ Manuel Teixeira              

        Name:  Manuel Teixeira

        Title:  CEO

         



 


 



     

     

    

Exhibit B


Form of Notice of Borrowing/Loan Advance
Request


NOTICE OF BORROWING/LOAN ADVANCE
REQUEST


 


Date:                      


VaxStar LLC


P. O. Box 277


Hingham Ma 02043


 


Attention:                                


 


Advance Request:                             
Loan and Security Agreement


 


Dear Gentlemen:


Reference is made to that certain Loan
and Security Agreement (as from time to time amended, varied, supplemented or otherwise modified, the “Loan Agreement”),
dated as of April 28, 2011, by and between Valuesetters Inc (the “Borrower”), and (ii) Vaxstar LLC, a Delaware
limited liability company (“Lender”).


This is a Notice of Borrowing.  All
capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Loan Agreement.


 


	1.  	LOAN ADVANCE REQUEST


 


In accordance
with the Loan Agreement, the undersigned hereby requests that Lender make a Loan Advance as follows:


 


	a.      	Loan Date:  July 31, 2013


 


	b.      	Amount of Loan Advance:  US $_________________ to be disbursed as follows:


 


Valuesetters Inc


Account Information


ABA # Account #


 


	c.       	Purpose for which Loan Advance will be used:   


 


2.           CERTIFICATION.


The Borrower
hereby certifies that (a) the representations and warranties in Section 4 of the Loan Agreement are true in all material respects
as of the date hereof, (b) no Event of Default (i) has occurred that is continuing as of the date hereof and (ii) will result from
the Loan Advance requested hereunder and (c) no Material Adverse Change has occurred.


 


Sincerely,


 


 


 


Valuesetters Inc.


 


 


 



     

     

    



Exhibit C


 


Description of Collateral


 


The Collateral consists of all of Borrower’s
right, title and interest in and to the following personal property:


 


	1.	All Accounts and other indebtedness owed to Borrower;


 


	2.	All present and future contract rights, general intangibles (including, but not limited to, tax and duty refunds, intellectual property, registered and unregistered patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, technology, software, know-how, designs, trade secrets, goodwill, processes, drawings, blueprints, customer lists, mailing lists, licenses, whether as licensor or licensee, choses in action and other claims and existing and future leasehold interests in equipment, real estate and fixtures), chattel paper, documents, instruments, securities, investment property, letters of credit, proceeds of letters of credit, bankers’ acceptances and guaranties;


 


	3.	All present and future monies, securities, credit balances, deposits, deposit accounts and other property of Borrower now or hereafter held or received by or in transit to Lender, any Lender or any of their respective affiliates or at any other depository or other institution from or for the account of Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all present and future Liens, security interests, rights, remedies, title and interest in, to and in respect of Accounts and other Collateral, including, without limitation, (a) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (b) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (c) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Accounts or other Collateral, including, without limitation, returned, repossessed and reclaimed goods, and (d) deposits by and property of Account Debtors or other Persons securing the obligations of Account Debtors;


 


	4.	All Inventory;


 


	5.	All Equipment;


 


	6.	All Records; and


 


	7.	All products and proceeds of the foregoing, in any form, including, without limitation, insurance proceeds and any claims against third parties for loss or damage to or destruction of any or all of the foregoing.