Share Subscription Agreement
Exhibit 2.8
ECOSS Inc. (Hereinafter "ECOSS") and Chihiro Tsuyuki (Hereinafter "TSUYUKI"), in regards to the issuance of stocks (Hereinafter “Share Offering”) agree to the share subscription as follows.
1. Based on the following details as noted in ECOSS’ articles of incorporation, as well as the conditions for share offering decided upon at the annual Shareholder’s Meeting held on June 28, 2007 and the Board of Directors’ Meeting held on March 28, 2008, the shares will be subscribed as follows.
Number of shares subscribed |
1,000 common stocks |
Note
1. Company name | |
2. Stocks available for issue | 150,000 stocks |
3. Restrictions on transfer of stocks | Transfer or acquisition of ECOSS shares requires prior approval by the Board of Directors. |
4. Offering conditions |
|
(1)Number of shares to be offered |
800 common stocks |
(2) Name of subscriber and number of shares subscribed | Chihiro Tsuyuki 60 shares |
(3) Amount paid for shares | 50,000 yen per share |
(4) Item regarding transaction in-kind | Details on transaction in-kind a) Credit obligations for debt to Chihiro Tsuyuki of 3,000,000 yen Amount: 3,000,000 yen b) 37,000,000 yen of the total amount of 94,644,806 yen owed to EFC Co., Ltd. Further, this will be applied to the debts in chronological order until the total of 37,000,000 yen is reached. Amount: 37, 000,000 yen |
(5) Benefit date | March 31, 2008 (Monday) |
(6) Amount of capital and capital reserve increase | (i) Capital increase: 20,000,000 yen (ii) Capital reserve increase: 20,000,000 yen |
1. TSUYUKI will make payment in-kind for the subscription of shares offered by the benefit date indicated.
1. This agreement represents that the agreement between ECOSS and TSUYUKI are under the same terms as other subscribers, and as set forth by Corporation Law 205, this confirms the agreement to undertake the shares offered in the amount indicated.
To deem this agreement effective, 1 original has been created, to which both parties have stamped their official seal. ECOSS shall retain the original, and TSUYUKI shall retain a copy.
March 28, 2008
For ECOSS:
0-00-0 Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx
President and Representative Director Chihiro Tsuyuki
For TSUYUKI:
Chihiro Tsuyuki
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