Exhibit 10.4


 





OFFSHORE SECURITIES PURCHASE AGREEMENT


 


THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) UNLESS THE SECURITIES
ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933
IS AVAILABLE.


 


This Offshore Securities Purchase Agreement
(this “Agreement”) is made by Grand Perfecta, Inc., a Nevada corporation operating in Japan (the “Company”),
and the purchaser identified on the signature page hereto, including its successors and assigns, (the “Buyer”);
and


 


WHEREAS, this Agreement is executed in reliance
upon the transaction exemption afforded by Regulation S (“Regulation S”) as promulgated by the Securities and Exchange
Commission (“SEC”), under the Securities Act of 1933, as amended, (the “1933 Act”),


 


NOW, THEREFORE, in consideration of the foregoing
recitals and the terms and conditions hereinafter set forth the parties hereto agree as follows:


 


1.            PURCHASE


 


(a)            The Buyer hereby subscribes for and purchases
an unsecured convertible debenture in the original principal amount of Two hundred million Japanese Yen (¥200,000,000), the
form of which is attached hereto as Exhibit A (the “Securities.”)


 


(b)            Buyer has made payment of the purchase
price of the Securities in the amount indicated above, the receipt of which is acknowledged by the Company. Upon execution and
delivery of this Agreement by the Company and Buyer, the Company shall promptly cause to be issued to the Buyer the Securities.


 


2.            BUYER’S REPRESENTATIONS. Buyer represents and warrants
to the Company as follows:


 


(a)            Buyer is not a U.S. Person, as defined
in Regulation S, and Buyer was not formed for the purpose of investing in the Securities, which have not been registered under
the 1933 Act in reliance upon Regulation S. Buyer is not purchasing the Securities by or for the benefit of a U.S. Person.


 


(b)            At the time the offer to purchase the
Debenture was made, Buyer was outside the United States.


 


(c)            No offer to sell or purchase the Securities
was made in the United States.


 


(d)            Buyer has not engaged in nor will engage
in any “Directed Selling Efforts,” i.e., any activity undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States for any of the Securities being purchased by the Buyer.


 


(e)            Buyer is purchasing the Securities for
its own account and for investment purposes and not with the view towards distribution or for the account of a U.S. Person.


 


(f)            All subsequent offers and sales of the
Securities shall be made in compliance with Regulation S and/or pursuant to registration of the Securities under the 1933 Act or
pursuant to an exemption from registration under the 1933 Act. Unless registered for sale under the 1933 Act, the Securities will
not be resold to U.S. Persons or within the United States until after the end of a one year restricted period commencing on the
date of closing of the purchase of the Securities and otherwise in compliance with Rule 904 of Regulation S.


 






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(g)            The Securities are being offered and
sold to Buyer in reliance on Regulation S and the Company is relying upon the truth and accuracy of Buyer’s representations
and warranties in order to justify such reliance in connection with the sale of the Securities to Buyer.


 


(h)            Buyer is sophisticated and capable of
evaluating the risks presented by making an investment in the Securities.


 


(i)            Buyer has had an opportunity to ask questions
of and receive information from the Company and its executive officers and has availed itself of such opportunity to the fullest
extent desired by Buyer.


 


3            COMPANY REPRESENTATIONS. The Company represents and warrants
to Buyer as follows:


 


(a)            The Company is incorporated in the state of Nevada, United
States of America and is in good standing as of the date of this Agreement.


 


(b)            The Company has not offered the Securities
that are the subject of this transaction to any person in the United States, any identifiable groups of U.S. citizens abroad, or
to any U.S. Person, as that term is defined in Regulation S.


 


(c)            At the time the offer to purchase the
Securities was made by Buyer, the Company and/or its agents reasonably believed Buyer was outside of the United States and was
not a U.S. Person.


 


(d)            The Company and/or its agents reasonably
believe that the transaction has not been pre-arranged with a buyer in the United States.


 


(e)            The Company has not engaged in nor will
engage in any “Directed Selling Efforts,” i.e., any activity undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States for any of the Securities being purchased by the
Buyer.


 


(f)            The Securities when issued and delivered
will be duly and validly authorized and issued, fully paid and non-assessable and will not subject the holders thereof to personal
liability by reason of being such holders. The Securities are free and clear of any security interest, liens, claims, or other
encumbrances.


 


(g)            The Agreement has been duly authorized,
validly executed and delivered on behalf of the Company and is a valid and binding agreement in accordance with its terms, subject
to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.


 


(h)            The Company has not, directly or indirectly,
solicited offers for or offered or sold the Securities in any manner involving a public offering with the meaning of Section 4(a)(2)
of the Securities Act.


 






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4.            EXEMPTION; RELIANCE ON REPRESENTATION.


 


(a)            Buyer understands that the offer and
sale of the Securities (including the common stock issuable on conversion of the Debenture) is not being registered under the 1933
Act. The Company is relying on the rules governing offers and sales made outside the United States pursuant to Regulation S as
an exemption from registration for this transaction between the Company and the Buyer. Buyer agrees that the Securities (including
the common stock issuable on conversion of the Debenture) cannot be sold except in accordance with the provisions of Regulation
S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and agrees not to engage
in hedging transactions with regard to the Securities unless in compliance with the 1933 Act.


 


(b)            Buyer agrees that the Securities (including
the common stock issuable on conversion of the Debenture) are “restricted securities” as defined in SEC Rule 144(a)(3).
The Company is bound by this Agreement to refuse to register any transfer of the foregoing not made in accordance with the provisions
of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration.


 


(c)            All certificates and instruments shall
bear appropriate restrictive legends to the effect that no transfer of the Securities (including the common stock issuable on conversion
of the Debenture) may be made except in compliance with the provisions of Regulation S. The Company and Buyer agree that the Company’s
transfer agent is hereby directed and authorized to refuse to register any transfer of the Securities that is not made in accordance
with the provisions of Regulation S.


 


5.            GOVERNING LAW.


 


This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Nevada, United States of America. A facsimile transmission of this signed agreement
shall be legal and binding to all parties hereto.


 


6.            MODIFICATION.


 


This Agreement and the exhibits hereto sets
forth the entire understanding of the parties with respect to the subject matter hereof, supersede all existing agreements among
them concerning such subject matter, and may be modified only by a written instrument duly executed by each party with the approval
of their respective boards of directors.


 


7.            NON-ASSIGNABLE.


 


This Agreement is not assignable or transferable
to any other party.


 


 


[Signature Page Follows.]


 






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IN WITNESS WHEREOF, this Offshore Securities
Purchase Agreement was duly executed on the date first written below.


 


Dated this 5th day of the month of March 2015.


 


Buyer:


 


EUROPLUSE INTERNATIONAL Ltd.


 


By: Ayako Noda


       Ayako Noda


       Representative
Director


 


3-5-2 Jingumae Shibuya-ku


Tokyo


JAPAN


 


 


Accepted this 5th day of the month of March 2015.


 


GRAND PERFECTA, INC.


 


 


 


By: Shuya Watanabe


       Duly Authorized Officer


       Shuya
Watanabe, CEO


 






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