Exhibit 4.1


 





	Date: March 5th, 2015	Amount: ¥200,000,000


 


GRAND PERFECTA, INC.


CONVERTIBLE DEBENTURE


BEARING INTEREST AT
1% PER ANNUM


 






 


THIS DEBENTURE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO-ACTION" OR INTERPRETIVE OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT AND SUCH STATE STATUTES.


 





 






 


GRAND PERFECTA, INC., a
corporation duly organized and existing under the laws of the State of Nevada (hereinafter referred to as the "Company"),
for value received, hereby promises to pay to PURCHASER, the registered holder hereof, the principal sum of Two hundred million
Japanese Yen (¥200,000,000) one (1) year from the date hereof, upon presentation and surrender of this Debenture (the "Debenture")
at the offices of the Company, in such lawful money of Japan as at the time of payment shall be legal tender for the payment of
public and private debt, until the principal hereof is paid or made available for payment as herein provided.


 


This Debenture is subject
to the following further terms and material provisions:


 


1.     Series.
This Debenture is one of a duly authorized series of Debentures of the Company totaling Two hundred million Japanese Yen
(¥200,000,000) (the “Debentures”).


 


2.     Term and Interest.
The date of maturity of the Debenture shall be one (1) year from the date of issuance, subject to prepayment as set forth in paragraph
3 hereof. The Debenture shall bear simple interest at the rate of one percent (1%) per annum. The principal on the Debenture is
payable on the maturity date, subject to prepayment as set forth in paragraph 3 hereof, and will be paid at the office of the
Company, maintained for such purposes, to the registered holder of the Debenture on the books and records of the Company. Accrued
interest on the Debenture will be payable annually, on the anniversary date of the Debenture, and will be paid at the office of
the Company, maintained for such purposes, to the registered holder of the Debenture on the books and records of the Company.


 


3.     Prepayment. This Debenture
is subject to prepayment, in whole or in part, at the election of the Company at any time, upon not less than 10 days notice. Prepayment
shall be effected by paying the amount equal to the outstanding principal amount of the Debenture and accrued interest at the date
of prepayment. On the date fixed for prepayment by the Company, the amount of principal shall be paid in cash or certified funds.
Any Debenture which is prepaid only in part shall be presented for notation thereon by the Company of such partial prepayment.
If less than all the Debenture principal amount and interest is to be prepaid, notice of the proposed prepayment shall be sent
to the registered holder of the Debenture and such prepayment shall be made.


 






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4.     Satisfaction and Discharge of
Debenture. This Debenture shall cease to be of further effect (except as to any surviving rights of transfer, or exchange of
Debentures herein expressly provided for) when:


 


(a)     The Company has paid or
caused to be paid all sums payable hereunder by the Company, including all principal and interest amounts under the Debenture or
the conversion of the Debenture as provided herein; and


 


(b)     All the conditions precedent
herein provided for relating to the satisfaction and discharge of this Debenture have been met.


 


5.     Events of Default. "Events
of Default," when used herein, whatever the reason for such event of default and whether it shall be voluntary or involuntary
or be effected by operation of law pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of
any administrative or government body or be caused by the provisions of any paragraph herein means any one of the following events:


 


(a)     Default in the payment
of the principal of the Debenture, when due, whether at maturity, or otherwise; or


 


(b)     Default in the performance
or breach of any covenant or warranty of the Company in this Debenture (other than a covenant or warranty, the breach or default
in performance of which is elsewhere in this section specifically dealt with), and continuation of such default or breach for a
period of 30 days after there has been given to the Company by registered or certified mail, by the holders of a majority in principal
amount of the outstanding Debenture, a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a notice of default hereunder; or


 


(c)     The entry of a decree
or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company under the Federal
Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuation of any such decree or order unstayed and in effect for a period of 30 consecutive days; or


 


(d)     The institution by the
Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or a filing by it of a petition or answer or consent seeking reorganization or relief under the Federal
Bankruptcy Act or any other applicable federal or state law; or


 


(e)     The consent by the Company
to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property), or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action
by the Company in furtherance of any such action.


 






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6.     Acceleration of Maturity.
If an event of default occurs and is continuing then, in every such case, the holder of a majority in principal amount of the outstanding
Debentures, may declare the principal of the Debentures to be due and payable immediately, by a notice in writing to the Company
of such default, and upon any such declaration, such principal shall become immediately due and payable. At any time after such
declaration of acceleration has been made, and before a judgment or decree for payment of money due has been obtained by the holders,
the holders of a majority of the principal of the outstanding Debentures, by written notice to the Company, may rescind and annul
such declaration and its consequences, if all events of default, other than the nonpayment of the principal of the Debentures which
has become due solely by such acceleration, has been cured or waived. No such recession shall affect any subsequent default or
impair any right contingent thereon.


 


7.     Conversion. Subject to, and
in compliance with, the provisions contained herein, the Holder of this Debenture is entitled, at its or his option, at any time
from the date that is 40 days from the date of issuance of this Debenture and prior to maturity or payment, or in case this Debenture
or some portion hereof shall have been called for prepayment or considered in default under paragraph 5 hereof, then, in respect
of this Debenture or such portion hereof, to convert this Debenture (or any portion of the principal amount hereof), into validly
issued, fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of common stock, par value
$0.001 per share of the Company, (the “Common Stock” or “Shares”) at the rate of one Share for each one
point one dollar ($1.10 or ¥130.9) of principal and accrued
but unpaid interest of the Debenture, subject to such adjustment in such conversion price, if any, as may be required by the provisions
of this Debenture, by surrender of this Debenture, duly endorsed (if so required by the Company) or assigned to the Company or
in blank, to the Company at its offices, accompanied by written notice to the Company, that the Holder hereof elects to convert
this Debenture or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted. On conversion,
no adjustment for interest is to be made, but if any Holder surrenders this Debenture for conversion between the record date for
the payment of any installment of interest and the next interest payment date, the holder of such Debenture when surrendered for
conversion shall be entitled to payment of the interest thereon from the last preceding record date for interest through the date
of conversion which the registered holder is entitled to receive on such conversion date. No fraction of Shares will be issued
on conversion, but instead of any fractional interest, the Company will pay cash adjustments as provided herein. Following receipt
of the written notice of intention to convert the Debenture, the Company shall take such steps as it deems appropriate to permit
conversion of the Debenture as specified herein without registration or qualification under applicable federal and state securities
laws.


 


8.     Suits for Enforcement. If
an event of default occurs and is continuing, the holder of a majority in principal amount of the outstanding Debenture may, in
their discretion, proceed to protect and enforce their rights by such appropriate judicial proceedings as the holders shall deem
most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement under
this Debenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


9.     Limitation on Suits. No holder
of any Debenture shall have any right to institute any proceedings, judicial or otherwise, with respect to this Debenture, or for
the appointment of a receiver or trustee, or for any remedy hereunder, unless such holder has previously given written notice to
the Company of a continuing event of default as provided above; it being understood and intended that no one or more holders of
this Debenture shall have any right in any manner whatever by virtue of, or by availing of, any provisions of this Debenture to
effect, disturb or prejudice the right of any other holders of Debentures, or to obtain or to seek to obtain priority or preference
over any other holders or to enforce any right under this Debenture, except in the manner herein provided and for the equal and
ratable benefit of all the holders of the Debenture.


 






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10.     Acts of Holders. Any request,
demand, authorization, direction, notice, consent, waiver, or other action provided by this Debenture to be given or taken by the
holder hereof or by the holders of the Debentures may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such holders in person or by their agent or attorney-in-fact, duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the
Company in the manner provided for giving notices herein. Such instrument or instruments, and the action embodied therein or evidenced
thereby, are herein sometimes referred to as the “act” of the holders signing such instrument or instruments. Proof
of execution of any such instrument or of writing appointing any such agent shall be sufficient for any purpose of this Debenture
if the fact and date of execution by any person of any purpose of the Debenture if the fact and date of execution by any person
of any such instrument or writing is verified by the affidavit of a witness of such execution or by the request, demand, authorization,
direction, notice, consent, waiver, or other action by the holder of this Debenture shall bind every Debenture holder of the same
Debenture and the holder of every Debenture issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done or suffered to be done by any person in reliance thereon, whether or not notation of such action is made upon
such Debenture.


 


11.     Notices to Holders; Waiver.
Where this Debenture provides for notice to holders of any event, such notice shall be sufficiently given if in writing and sent
by courier providing for delivery within 72 hours or mailed, registered, postage prepaid, to each holder affected by such event,
at his address as it appears in the Debenture register maintained by the Company, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. Where the Debenture provides for notice to the Company, such
notice shall be sufficiently given if in writing and mailed, registered, postage prepaid, to the Company at its address set forth
above (or at such other address as shall be provided to the holder of this Debenture in the manner for giving notices set forth
herein), not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Where
this Debenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice,
whether before or after the event, any such waiver shall be equivalent of such notice.


 


12.     Restrictions. The holder
of this Debenture, by acceptance hereof, represents and warrants as follows:


 


(a)     The Debenture is being
acquired for the holder's own account to be held for investment purposes only and not with a view to, or for, resale in connection
with any distribution of such Debenture or any interest therein without registration or other compliance under the Securities Act
and applicable state securities laws, and the holder hereof has no direct or indirect participation in any such undertaking or
in underwriting such an undertaking.


 


(b)     The holder hereof has
been advised and understands that the Debenture has not been registered under the Securities Act and the Debenture must be held
and may not be sold, transferred, or otherwise disposed of for value unless it is subsequently registered under the Securities
Act or an exemption from such registration is available; except as set forth herein, the Company is under no obligation to register
the Debenture under the Securities Act; in the absence of such registration, sale of the Debenture may be impracticable; the Company
will maintain stop-transfer orders against registration of transfer of the Debenture. The Company may refuse to transfer the Debenture
unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a "no-action"
or interpretive response from the Securities and Exchange Commission to the effect that the transfer is proper; further, unless
such letter or opinion states that the Debenture are free from any restrictions under the Securities Act, the Company may refuse
to transfer the Debenture to any transferee who does not furnish in writing to the Company the same representations and agree to
the same conditions with respect to such Debenture if any set forth herein. The Company may also refuse to transfer the Debenture
if any circumstance is present reasonably indicating that the transferee's representations are not accurate.


 






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13.     Lock Up.
All shares of Common Stock issued on conversion of this Debenture are subject to a restriction on the sale of such shares so that
upon conversion of the Debenture, the shares of Common Stock received on such conversion shall not be available for resale for
six months after the Conversion of the Debenture unless i) the board of directors of the Company in their sole discretion waive
such provision or ii) the volume weighted average price “VWAP” of the shares of Common Stock is $2.00 per share or
higher where the VWAP means, for any date, the price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b)  if
the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and
if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported;
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holder and reasonably acceptable to the Company. Additionally, all shares of Common Stock issued on conversion
of this Debenture are subject to a restriction on the sale of such shares if a managing underwriter of an offering of the Company’s
securities, determines the sale of the shares of Common Stock would be detrimental to a proposed offering by the Company, and in
such case, the underwriter can require the shares be locked up for up to three months following the date of conversion.


 


14.     Severability. In case any
provision in this Debenture shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


15.     Governing Law. This Debenture
shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada.


 


16.     Legal Holidays. In any case
where any date provided herein shall not be a business day, then (notwithstanding any other provision of this Debenture) the event
required or permitted on such date shall be required or permitted, as the case may be, on the next succeeding business day with
the same force and effect as if made on the date upon which such event was required or permitted pursuant hereto.


 


17.     Delay or Omission; No Waiver.
No delay or omission of any holder of the Debenture to exercise any right or remedy accruing upon any event of default shall impair
any such right or remedy or constitute a waiver of any such event or default or any acquiescence therein. Every right or remedy
given hereby or by law may be from time to time, and as often as may be deemed expedient.


 






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18.     Miscellaneous. This Debenture
is subject to the following additional terms and conditions:


 


(a)     If this Debenture is placed
with any attorney for collection, or if suit be instituted for collection, or if any other remedy provided by law is pursued by
the registered holder hereof, because of any default in the terms and conditions herein, then in either event, the undersigned
agrees to pay reasonable attorneys' fees, costs, and other expenses incurred by the registered holder hereof in so doing.


 


(b)     None of the rights and
remedies of the registered holder hereof shall be waived or affected by failure or delay to exercise them. All remedies conferred
on the registered holder of this Debenture shall be cumulated and none is exclusive. Such remedies may be exercised concurrently
or consecutively at the registered holder's option.


 


(c)     This Debenture is negotiable
and transferable, subject to compliance with the provisions of paragraph 12 hereof.


 


(d)     The makers, guarantors,
and endorsers hereof severally waive presentment for payment, protest, and notice of protest, and of nonpayment of this Debenture.


 


(e)     This Debenture may not
be sold to any US Person and is to be sold only to persons not domiciled in or located within the United States.


 


DATED effective as of the
___ day of March 2015.


 


GRAND PERFECTA, INC.


 


 


 


By: Shuya Watanabe


       A Duly Authorized Officer


       Shuya Watanabe, CEO


 






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