DEBT CONVERSION AGREEMENT


 




EXHIBIT 10.1




DEBT CONVERSION AGREEMENT




This Debt Conversion Agreement (the "Agreement") is entered into as of June 3, 2017 by and between Billion Reward Development Limited, a British Virgin Islands company ("Investor"), and Aladdin International, Inc., a Nevada corporation (the "Company"), with reference to the following facts:




WHEREAS, Investor has previously loaned the principal amount of $343,840 to the Company further to a number of promissory notes (together the "Debt").




WHEREAS, the Investor has agreed to convert the Debt into shares of common stock.




WHEREAS, the parties have agreed that the Debt will convert into 2,631,764 shares of the common stock of the Company.




NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:




1. Conversion to Common Stock. On the date hereof, the Debt shall be converted into 2,631,764 shares of the common stock of the Company (conversion price of $0.131 per share). Upon the conversion of the Debt, the Company shall instruct its transfer agent to issue such number of shares of common stock (the "Securities") to the Investor, and the Investor shall acknowledge the cancellation of the Debt and the aforementioned promissory notes.




2. Investor Representations. The Company is issuing the common stock to Investor in reliance upon the following representations made by Investor:




(a) Investor acknowledges and agrees that the Securities are characterized as "restricted securities" under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the "Securities Act") and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the Securities are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the Securities have not yet been registered under the Securities Act, and (ii) such Securities may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.




(b) Investor acknowledges and agrees that (i) the registrar or transfer agent for the Securities shall not be required to accept for registration of transfer any shares or warrants except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any Securities in the form of definitive physical certificates will bear a restrictive legend.











 




(c) Investor acknowledges and agrees that: (a) the Securities have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Investor is acquiring the Securities solely for his own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial  matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the Securities; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the Securities; (f) Investor is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act; and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor's business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Securities.




3. Miscellaneous.




(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.




(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.




(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.




(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.




This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.




This Agreement is entered into and effective as of the date first written above.














 







					
	COMPANY:

	 
	INVESTOR:


	 
	 
	 
	 
	 

	Aladdin International, Inc.

	 
	Billion Reward Development Limited, a British Virgin Islands company


	 
	 
	 
	 
	 

	By:

	/s/ Qinghua Chen

	 
	By:

	/s/ Shi Jianxiang


	 
	Qinghua Chen, Chief Executive

	 
	 
	 

	 
	Officer

	 
	 
	___________, its ___________