Value Exchange International : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement. On September 28, 2023, Value Exchange International, Inc., a Nevada corporation, ("Company") entered into a Loan Agreement and Promissory Note (collectively, the "Loan Agreement") with Alset International Limited, a public Singapore corporation, ("Lender') for an unsecured loan of Five Hundred Thousand U.S. Dollars and No Cents (USD$500,000.00) principal amount ("Principal") to the Company. Principal accrues simple interest at Eight Percent (8%) per annum. Repayment of Principal and accrued interest thereon is to be made as follows:

(1)	Principal will be paid in a single lump sum payment on or by the six (6) month anniversary of the effective date of the Loan Agreement, being September 28, 2023, (being the "Maturity Date"); and

(2)	Interest accrued on Principal shall be paid on the last business day on a calendar monthly basis with initial accrued Interest payments commencing on September 28, 2023.

Company has the right to prepay all or any portion of the Principal and Interest accrued on the Principal, without penalty, upon ten (10) days' prior notice to the Lender. The Principal was advanced in full by Lender on September 29, 2023.

Events of Default. The Loan Agreement's events of default are: (1) Company's failure to pay the Principal in full on the Maturity Date, or failure to pay the accrued Interest on Principal when due; (2) Company seeks an order of relief from creditors under the bankruptcy laws of Hong Kong SAR or the United States of America and the petition for relief is not dismissed or withdrawn within sixty (60) days of filing; (3) A tax lien by a governmental authority with competent jurisdiction is filed against the assets of Company and the tax lien is for an obligation in excess of Five Hundred Thousand U.S. Dollars and No Cents (USD$500,000.00); (4) Company's Board of Directors and shareholders approve a resolution to completely dissolve the Company; (5) Company ceases to conduct operations for more than ninety (90) consecutive days and the cessation of operations is not due to circumstances beyond Company's control; (6) certain specified Company's operating subsidiaries ("operating subsidiaries") assign all or substantially all of their aggregate operating assets for the benefit of their creditors and the assignment is not in accordance with an agreement or plan approved by the Company as a shareholder or partner or member of the operating subsidiaries; or (7) a civil judgment is entered by a court of competent jurisdiction in favor of a third party against the Company in a judgment amount in excess of Five Hundred Thousand U.S. Dollars and No Cents (USD$500,000.00) and that civil judgment is not settled, paid in full, waived or appealed by Company within sixty (60) days of entry of judgment by the court. Past due amounts under the Loan Agreement accrue interest at sixteen (16%) per annum.

Cure Period. Company may cure any event of default within thirty (30) days' after receipt of a written notice from Lender.

Unsecured Loan; No Conversion Rights. The payment of Principal and interest accrued thereon are not secured by any collateral. The amounts due under the Loan Agreement are not convertible into any securities of the Company.

Indemnification. Loan Agreement contains a mutual indemnification provision for breaches of the Loan Agreement, which indemnification includes attorneys' fees and out-of-pocket costs related to a breach of the Loan Agreement.

Use of Proceeds. Principal shall be used for general working capital, including funding business development costs and payment of interest accrued on the Principal.

Governing Law; Disputes. Singapore law governs the Loan Agreement. Any action or proceeding arising out of or relating to the Loan Agreement shall be brought exclusively in the courts of Singapore.

Loan Agreement contains other usual and customary provisions for a commercial loan agreement. The above summary of the Loan Agreement is qualified in its entirety by reference to the Loan Agreement and Promissory Note, dated September 28, 2023, by the Company and Lender, which agreement and promissory note is filed as Exhibit 10.1 to this Current Report on Form 8-K.