fsb2a3ex10v_aspire.htm


    RESTRICTED
      STOCK AGREEMENT

     

    THIS
      RESTRICTED STOCK AGREEMENT (this "Agreement") is made effective the
      30th day of
      June, 2007 by and between Aspire Japan, Inc., a Delaware corporation, (the
      "Company") and David Daisuke Nakajima, an individual (the
      "Employee").

    


    RECITALS

     

    WHEREAS,
      the Employee has entered into an Employment Agreement with the Company under
      which the Company has agreed to issue to the Employee shares of Restricted
      Common Stock on the terms and conditions set forth herein;

     

    AGREEMENT

     

           
      NOW, THEREFORE, in consideration of the foregoing recitals and the
      mutual promises hereinafter set forth, and, other good and valuable
      consideration, the parties hereto agree as follows:

     

            1.    
Authorization
      and Issuance of Shares

     

    1.1           Authorization
      On September 30, 2007, the Company shall authorize the issuance and shall issue
      250,000 shares of Common Stock (the “Shares”) par value $0.001 to the
      Employee.  Additionally, on May 31, 2008, the Company shall authorize
      the issuance and shall issue an additional 250,000 shares, provided Employee
      has
      met certain sales goals to be set by the Chairman of the Board by no later
      than
      December 31, 2007.

     

    1.2           Issuance
      of the Shares  Subject to the terms and conditions hereof, the Company
      shall sell and Employee shall purchase the Shares at the Closing, as defined
      below.

     

    1.3   Vesting
      of the Shares   The shares will vest over 2 years with 50% of
      shares vesting on June 1, 2009, and the remaining 50% vesting pro rata monthly
      thereafter, with the final shares to vest no later than December 31,
      2009


            2.   Representations
      and Warranties of the Company  The Company hereby represents
      and warrants to the Employee as follows:

     

    2.1           Organization
      and Standing: Articles and Bylaws The Company is and will be a corporation
      duly organized, validly existing, and in good standing under the laws of the
      State of Delaware and will have all requisite corporate power and authority
      to
      carry on its business as proposed to be conducted.

     

    2.2           Corporate
      Power The Company has all 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.

     

    2.3           Capitalization
      The authorized capital stock of the Company is 100,000,000 shares of Common
      Stock, par value $0.001 per share, of which, 7,760,000 are
      issued and outstanding. All such issued and outstanding shares have been duly
      authorized and validly issued, are fully paid and non-assessable.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4           Authorization

     

    (a)           Corporate
      Action  All corporate action on the part of
      the Company necessary for the authorization, execution and
      delivery of this Agreement, the issuance of the Shares and the performance
      of
      the Company's obligations hereunder will be taken prior to
      the issuances. This Agreement constitutes a valid and legally binding obligation
      of the Company, enforceable in accordance with its terms.

     

    (b)           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.

     

    (c)           No
      Preemptive Rights Except as provided herein, no person currently has or will
      have any right of first refusal or any preemptive rights in connection with
      the
      issuance of the Shares, or any future issuance of securities by the
      Company.

     

    2.5           Compliance
      with Other Instruments The Company will not be in violation of any term of
      the Company's Articles or Bylaws, nor will the Company be
      in violation of or in default in any material respect under the terms of any
      mortgage, indenture, contract, agreement, instrument, judgment, or decree,
      the
      violation of which would have a material adverse effect on the Company as a
      whole, and to the knowledge of the Company, is not in violation of any order,
      statute, rule, or regulation applicable to the Company, the violation of which
      would have a material adverse effect on the Company. The execution, delivery
      and
      performance of and compliance with this Agreement and the issuance of the Shares
      will not (a) result in any such violation, or (b) be in conflict with or
      constitute a default under any such term, or (c) result in the creation of
      any
      mortgage, pledge, lien, encumbrance, or charge upon any of the properties or
      assets of the Company pursuant to any such term.

     

    3.   Representations
      and Warrantiesof Employee and Restrictions on Transfer Imposed
      by the Securities Act.

     

    3.1           Representations
      and Warranties by the Employee The Employee represents and warrants to the
      Company as follows:

     

     (a)           Shares
      Not Registered  The Employee understands and acknowledges that the
      offering of the Shares pursuant to this Agreement will not be registered under
      the Securities Act on the grounds 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 that the Company's reliance
      upon such exemptions is predicated upon such Employee's representations set
      forth in this Agreement. The Employee 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           No
      Transfer  Except as set forth in Section 4.4 hereunder, the
      Employee covenants that in no event will the Employee dispose of any of the
      Shares (other than in conjunction with an effective registration statement
      for
      the Shares under the Securities Act in compliance with Rule 144 promulgated
      under the Securities Act) unless and until (i) the Employee shall have notified
      the Company of the proposed disposition and shall have furnished the Company
      with a statement of the circumstances surrounding the proposed disposition,
      and
      (ii) if reasonably requested by the Company, the Employee shall have furnished
      the Company with an opinion of counsel satisfactory in form and substance to
      the
      Company to the effect that (x) such disposition will not require registration
      under the Securities Act, and (y) appropriate action necessary for compliance
      with the Securities Act and any other applicable state, local, or foreign law
      has been taken, and (iii) the Company has consented, which consent shall not
      be
      unreasonably withheld.

     

    3.2           Legends  Each
      certificate representing the Shares shall be endorsed with the following
      legends:

     

    (a)           Federal
      Legend. The securities represented by this certificate have not been
      registered under the Securities Act of 1933, as amended (the "Act") and are
      "restricted securities" as defined in rule 144 promulgated under the Act. The
      securities may not be sold or offered for sale or otherwise distributed except
      (i) in conjunction with an effective registration statement for the shares
      under
      the Act, or (ii) pursuant to an opinion of counsel, satisfactory to the company,
      that such registration or compliance is not required as to said sale, offer,
      or
      distribution.

     

    (b)           Other
      Legends. With respect to any other legends required by applicable law, the
      Company need not register a transfer of legended Shares, and may also instruct
      its transfer agent not to register the transfer of the Shares, unless the
      conditions specified in such legend is satisfied.

    


    3.3  Rule
      144.  The Employee is aware of the adoption of Rule 144 by the SEC
      promulgated under the Securities Act, which permits limited public resale of
      securities acquired in a nonpublic offering, subject to the satisfaction of
      certain conditions. The Employee understands that under Rule 144, the conditions
      include, among other things: the availability of certain, current public
      information about the issuer and the resale occurring not less than one year
      after the party has purchased and paid for the securities to be
      sold.

     

    4.    Miscellaneous

     

    4.1           Governing
      Law This Agreement shall be governed in all respects by the laws of the
      State of Delaware as such laws are applied to agreements between residents
      entered into and to be performed entirely within Delaware.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2           Successors
      and Assigns Except as otherwise expressly provided herein, the provisions
      hereof shall inure to the benefit of, and be binding upon, the successors,
      assigns, heirs, executors, and administrators of the parties
      hereto.

     

    4.4           Entire
      Agreement This Agreement and the other documents delivered pursuant hereto
      constitute the full and entire understanding and agreement between the parties
      with regard to the subjects hereof and thereof and they supersede, merge, and
      render void every other prior written and/or oral understanding or agreement
      among or between the parties hereto.

     

    4.5           Notices,
      etc All notices and other communications required or permitted hereunder
      shall be in writing and shall be delivered personally, mailed by first class
      mail, postage prepaid, or delivered by courier or overnight delivery, addressed
      (a) if to a Employee, at such Employee's address set forth on the Schedule
      of
      Employee, or at such other address as such Employee shall have furnished to
      the
      Company in writing, or (b) if to the Company, at its address set forth at the
      beginning of this Agreement, or at such other address as
      the Company shall have furnished to the Employee in
      writing. Notices that are mailed shall be deemed received five (5) days after
      deposit in the United States mail. Notices sent by courier or overnight delivery
      shall be deemed received two (2) days after they have been so sent.

     

    4.6           Severability
      In case any provision of this Agreement shall be found by a court of law to
      be
      invalid, illegal, or unenforceable, the validity, legality, and enforceability
      of the remaining provisions of this Agreement shall not in any way be affected
      or impaired thereby.

     

    4.7           Titles
      and Subtitles The titles of the sections and subsections of this Agreement
      are for convenience of reference and are not to be considered in construing
      this
      Agreement.

     

    4.8           Counterparts
      This Agreement may be executed in any number of counterparts, each of which
      shall be an original, but all of which together shall constitute one
      instrument.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement this
      1st day of June 30, 2007

     

    
      
        	
                COMPANY:

              	
                EMPLOYEE:

              
	 	 
	
                ASPIRE
                  JAPAN, INC.

              	 
	 	 
	
                /s/
                  Ken Osako            

              	
                /s/
                  David Daisuke Nakajima        

              
	
                By:
                  KEN OSAKO, CHAIRMAN

              	
                DAVID
                  DAISUKE NAKAJIMA