DEBT CONVERSION AGREEMENT
THIS DEBT
CONVERSION AGREEMENT is made as of the 18th day of March, 2008 by and between
ASPIRE JAPAN, INC., a Delaware corporation (the "Company" or "ASPIRE"), and 1R
Investment, Inc. (the "Holder").
RECITALS:
WHEREAS,
the Company currently owes the Holder a total of US$ 582,450.27.
WHEREAS,
the Holder desires to convert the debt into shares of common stock of ASPIRE,
and ASPIRE desires to issue shares of its common stock in full and complete
satisfaction of the Note.
NOW
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the parties hereto agree as follows:
AGREEMENT
1. Conversion. Effective
as of the date hereof, the debt shall be converted into 194,150 shares of ASPIRE
Common Stock at a conversion price of $3.00 per share (the "Shares"), in full
and complete satisfaction by the Holder of the debt, and ASPIRE shall be fully
discharged of any and all obligations owed to the Holder.
2. The
Holder shall execute the attached Conversion Notice on Exhibit A attached hereto
and deliver to ASPIRE any and all evidence of indebtedness in ASPIRE, including,
without limitation, any promissory notes, so that the same may be cancelled. If
no such evidence exists, the Holder shall acknowledge this affirmatively on the
signature page hereto.
3. As soon
as practicable after the Holder complies with the requirements of Section 2
above, ASPIRE shall deliver a duly executed a Stock certificate representing the
shares to be issued to the Holder pursuant to Section 1 above.
4. Representations and
Warranties of the Company. The Company hereby represents and warrants to
the Holder as of the date hereof, as follows:
4.1 Organization and Standing:
Articles and Bylaws. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to carry on its business as proposed
to be conducted.
4.2 Corporate Power. The
Company has all the requisite corporate power to enter into this Agreement and
to issue the Shares. This Agreement shall constitute a valid and binding
obligation of the Company enforceable in accordance with its respective terms,
except as the same may be limited by bankruptcy, insolvency, moratorium, and
other laws of general application affecting the enforcement of creditors'
rights.
4.3
Authorization.
All corporate action on the part of the Company necessary for the
authorization, execution and delivery of this Agreement, the sale and issuance
of the Shares and the performance of the Company's obligations hereunder has
been obtained. This Agreement constitutes a valid and legally binding obligation
of the Company, enforceable in accordance with its terms.
4.4
Valid Issuance.
The Shares when issued in compliance with the provisions of this
Agreement will be duly authorized, validly issued, fully paid and
non-assessable, and will be free of any liens or encumbrances caused or created
by the Company; provided, however, that all such shares may be subject to
restrictions on transfer under state and federal securities laws as set forth
herein, and as may be required by future changes in such laws.
5. Representations and
Warranties of Holder. Holder hereby represents and warrants to the
Company that the statements in the following paragraphs of this Section 5 are
all true and complete as of the date hereof:
5.1
Exempt Transaction.
Holder understands that the offering and sale of the Stock is intended to
be exempt from registration under the Securities Act of 1933, as amended (the
"Act") and exempt from registration or qualification under any state
law.
5.2
Full Power and
Authority. Holder represents that she has full power and authority
to enter into this Agreement.
5.3
Stock. The Stock to be purchased by Holder hereunder will be acquired for
investment for Holder's own account, not as a nominee or agent, and not with a
view to the public resale or distribution thereof, and Holder has no present
intention of selling, granting any participation in, or otherwise distributing
the same.
5.4
Information Concerning
the Company. Holder has conducted his own due diligence
with respect to the Company and its liabilities and believes he has enough
information
upon which to base an investment decision in the Stock. Holder acknowledges
that ASPIRE has made no representations with respect to the
Company.
5.5
Investment Experience.
The Holder understands that the Stock involves substantial risk. The
Holder: (i) has experience as a purchaser in securities of companies in the
development stage and acknowledges that he can bear the economic risk of
Holder's investment in the Stock; and (ii) has such knowledge and experience in
financial, tax, and business matters so as to enable Holder to evaluate the
merits and risks of an investment in the Stock, to protect Holder's own
interests in connection with the investment and to make an informed investment
decision with respect thereto.
5.6
No Oral
Representations. No oral or written representations have been made other
than or in addition to those stated in this Agreement. Holder is not relying on
any oral statements made by the Company, the Company's representatives or
affiliates.
5.7 Restricted Securities.
Holder understands and acknowledges that the Stock is characterized as
"restricted securities" as that term is defined in Rule 144 of the 1933
Securities Act (the "Act") in as much as they were acquired from the Company in
a transaction not involving a public offering. Holder further acknowledges that
the offering and sale of securities contemplated by this Agreement are exempt
from registration under the Securities Act pursuant to Section 4(2) thereof and
exempt from registration pursuant to applicable state securities or blue sky
laws, and the Company's reliance upon such exemptions is predicated upon such
Holder's representations set forth in this Agreement The Company is under no
obligation to register such shares under the Securities Act, or otherwise. The
Holder acknowledges and understands that the Shares must be held indefinitely
unless the Shares are subsequently registered under the Securities Act and
qualified under state law or unless an exemption from such registration and such
qualification is available.
5.8 Opinion Necessary.
Holder acknowledges that if any transfer of the Stock is proposed to be
made in reliance upon an exemption under the Act, the Company may require an
opinion of counsel satisfactory to the Company that such transfer may be made
pursuant to an applicable exemption under the Act. Holder acknowledges that a
restrictive legend appears on the Stock and must remain on the Stock until such
time as it may be removed under the Act.
6. Upon the
request of any party at any time after the date hereof, the other parties shall
forthwith execute and deliver, without any further payment of consideration by
the requesting party, such further instruments of assignment, transfer,
conveyance, endorsement, direction or authorization and other documents as the
requesting party or their counsel may reasonably request to effectuate the
purposes of this Agreement.
7. This
Agreement contains the entire understanding among the parties hereto with
respect to the transactions contemplated hereby and supersedes all other
agreements and understandings between such parties with respect to such
transactions.
8. THIS
AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO ITS DOCTRINE OF CONFLICTS OF LAWS.
9. No
amendment, modification or discharge of this Agreement, and no waiver hereunder,
shall be valid or binding unless set forth in writing and duly executed by the
party against which enforcement of the amendment, modification, discharge or
waiver is sought. Any such waiver shall constitute a waiver only with respect to
the specific matter described in such writing and shall in no way impair the
rights of the party granting such waiver in any other respect or at any other
time.
10. This
Agreement may be executed in multiple counterparts.
[Signature
page immediately follows.]
IN
WITNESS WHEREOF, the parties hereto have executed this Debt Conversion Agreement
as of the day and year first above written.
THE
COMPANY: ASPIRE JAPAN, INC.
By: /s/ Xxx
Xxxxx
Name: Xxx
Xxxxx
Title: Chief
Executive Officer
HOLDER:
IR
Investments, Inc.
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: President
EXHIBIT
A
NOTICE
OF CONVERSION
(To be
Executed by the Registered Holder in order to Convert the Notes)
The
undersigned hereby irrevocably elects to convert $ 582,450.27
including principal amount of the Note and all accrued interest to date
(defined below) into shares of common stock, par value $.01 per share ("Common
Stock"), of Aspire Japan, Inc. a Delaware corporation (the "Company").
If securities are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any. A copy of the
Note is attached hereto (or evidence of loss, theft or destruction
thereof).
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable to the undersigned upon conversion of the Notes shall
be made pursuant to registration of the securities under the Securities Act of
1933, as amended (the "Act"), or pursuant to an exemption from registration
under the Act.
Date of
Conversion: March 18,
2008
Applicable
Conversion Price: $3.00
Number of
Shares of Common Stock to be Issued Pursuant to
Conversion
of the Debentures: 194,150
Signature: Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx, President.
IR Investments, Inc.
Address: 0-0-00 0xx
Xxxxx.
Xxxxx-xxxxx, Xxxx-xx, Xxxxx-Xxxx. Xxxxx
