VSPC Viaspace Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated November 30, 2016

Effective as of November 30, 2016, the Registrant and Haris Basit, CEO and Director of the Registrant, entered into a Loan Agreement pursuant to which Basit agreed, subject to satisfaction of certain conditions, including among other things, Basit’s satisfaction with the use proceeds of past loans, to provide loans of up to $100,000 as required by the Company for a two-year period. The loans would be evidenced by a Convertible Note. The Note (as with all subsequent notes) accrued interest at 8% per annum, and would be convertible into shares of Registrant common stock at a price equal to 20% of the average closing price for the 20 trading days prior to the issuance of the loan. Each note would mature on the first anniversary of the issuance date of such note.

The Loan Agreement and the Form of Senior Convertible Promissory Note are attached hereto as Exhibits 10.1 and 10.2.


Loan Agreement Dated November 30, 2016

On November 30, 2016, Haris Basit, CEO of the Registrant, made a $25,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on November 30, 2016. In the Loan Agreement, Basit agreed, subject to satisfaction of certain conditions, including among other things, Basit’s satisfaction with the use of proceeds of past loans, to provide loans of up to $100,000 as required by the Registrant for a two-year period. The loans would be evidenced by a Convertible Note. The loans accrue interest at 8% per annum. At Basit's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Basit chooses to convert, the $25,000 loan made on November 30, 2016 would convert into 66,312,997 shares of Registrant common stock at a common stock price of $0.000377 per share.

Including the newest loan, Basit has made cumulative loans to the Registrant totaling $25,000 since the execution of the Loan Agreement.

The Note for the loan on November 30, 2016 is attached hereto as Exhibit 10.3.


Notice of Conversion of November 30, 2016 Loan

On November 30, 2016, Haris Basit, CEO and Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on November 30, 2016, converted $25,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Basit had made a $25,000 loan to the Registrant on November 30, 2016. The $25,000 loan owed to him converted into 66,312,997 shares of Registrant common stock at a conversion price of $0.000377 per common share.