Unassociated Document


    
      
        	
                 
      

              	
                10.1 Form of Debt
      Conversion Agreement

              


      

      


      


      


      WILLING
HOLDING, INC. DEBT CONVERSION AGREEMENT

      


      ALL
WILLING HOLDING, INC. DEBT IS CONVERTED AT THE RATE OR $.6624 PER
SHARE

      


      


      


      Name
of Debt Holder

      


      


      


      $
000,000.00 OF DEBT IS CONVERTED INTO X,XXX SHARES OF CLASS A COMMON
STOCK

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      


      THE
COMMON STOCK BEING ISSUED FOR DEBT CONVERSION HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE.  THE COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE COMMON STOCK UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      DEBT CONVERSION
AGREEMENT

      


      DEBT
CONVERSION AGREEMENT (the "Agreement") between Willing Holding,
Inc.  a Florida corporation (the "Company"), and the debt
holder  identified on the signature page hereto (Name of Debt Holder
and “DH”).

      


      BACKGROUND

      


      


      1.            
REPRESENTATIONS
AND WARRANTIES.

      Debt Holder (“DH”) hereby represents
and warrants that:

      


      (a)           DH
has such knowledge and experience in financial and business matters that DH is
capable of evaluating the merits and risks of the prospective investment in the
Company and of protecting his own interests in connection
therewith;

      


      (b)           DH
can bear the economic risk of losing DH's entire investment;

      


      (c)           DH
's overall commitment to investments which are not readily marketable is not
disproportionate to DH 's net worth, DH's investment in the Common Stock will
not cause such overall commitment to become excessive, and the investment is
suitable for DH when viewed in light of DH's other securities holdings and DH 's
financial situation and needs;

      


      (d)           DH
has adequate means of providing for DH's current needs and personal
contingencies;

      


      (e)           DH
recognizes that the Company is in its development stage with respect to its
business plan, and DH has evaluated and fully understands all risks in DH's
decision to exchange debt for  Common Stock hereunder, including,
without limitation, the Risk Factors set forth on Exhibit “A” attached
hereto;

      


      (f)           DH
understands the business in which the Company is engaged;

      


      (g)           DH
is an "Accredited Investor" as such term is defined in Rule 501 of Regulation D
under the Securities Act of 1993, as amended (the "Securities Act"), which
definition is set forth on Exhibit "B" attached hereto.  DH represents
and warrants that all the information contained in Exhibit C, Investor
Questionnaire, is accurate in all material respects.

      


      2.             DH'S
REPRESENTATIONS AND WARRANTIES.

      


      DH represents and warrants
that:

      


      (a)           DH
has received, has carefully read and understands the Company's Business
Plan;

      


      (b)           DH
has been furnished with all additional documents and information which DH has
requested;

      


      (c)           DH
has had the opportunity to ask questions of and received answers from the
Company concerning the Company, and the Common Stock and to obtain any
additional information necessary to verify the accuracy of the information
furnished;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (d)           DH
has relied only on the foregoing information and documents in determining to
make this subscription;

      


      (e)           The
Business Plan and other information furnished by the Company do not constitute
investment, accounting, legal or tax advice and DH is relying on professional
advisers for such advice;

      


      (f)           All
documents, records and books pertaining to DH's investment have been made
available for inspection by DH and by DH's attorney, and/or DH's accountant
and/or DH's DH representative, and the relevant books and records of the Company
will be available upon reasonable notice, for inspection by investors during
reasonable business hours at the Company's principal place of
business;

      


      (g)           DH
and DH's advisors (which advisors do not include the Company or its principals,
representatives or counsel) have such knowledge and experience in legal,
financial and business matters as to be capable of evaluating the merits and
risks of investing in the Company and of making an informed investment
decision;

      


      (h)           DH
understands, acknowledges and agrees that the Company is relying solely upon the
representations and warranties made herein in determining to exchange DH’s debt
into the Common Stock

      


      (i)           The
DH understands the meaning and legal consequences of the foregoing
representations and warranties.  The DH certifies that each of the
foregoing representations and warranties is true and correct as of the date
hereof and shall survive the execution hereof and the conversion of the debt
into the Common Stock.

      


      3.           
CONVERSION IRREVOCABLE
BY DH BUT SUBJECT TO

      
        	
                 
      

              	
                ACCEPTANCE OR
      REJECTION BY THE COMPANY.

              


      

      


      (a)           This
Debt Conversion  Agreement is not, and shall not be, revocable by
DH.

      


      4.            
INDEMNIFICATION
AND HOLD HARMLESS.

      


      DH agrees that if the DH breaches any
agreement, representation or warranty the DH has made in this Debt
Conversion  Agreement, DH agrees to indemnify and hold harmless the
Company and its directors, officers, employees, shareholders, financial
advisors, attorneys and accountants against any claim, liability, loss, damage
or expense (including, without limitation, attorneys' fees and other costs of
investigating and litigating claims) caused, directly or indirectly, by the DH's
breach.

      


      7.           
MISCELLANEOUS.

      


      (a)           THIS
DEBT CONVERSION AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.

      


      (b)           Any
notice, demand or other communication which any party hereto may be required, or
may elect, to give to anyone interested hereunder shall be sufficiently given if
(a) deposited, postage prepaid, in a United States mail letter box, registered
or certified mail, return receipt requested, addressed to such address as may be
given herein, or (b) delivered personally at such address.  Notices to
the Company shall be addressed to Thomas L. DiStefano
III,   Chairman, Willing Holding, Inc., 3 Centerview Drive, Suite
240, Greensboro, North Carolina 27407.

       

      
        
           

        

        
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      IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Conversion of Debt Agreement on August
_____,  2009.

      


      


      DH
$000,000.00 for X,XXX shares of Class A Common Stock

      


      


      
        	
                ______________________________________________

              	 


      

      Name of
Debt Holder

      


      


      


      
        	
                Accepted
      By:

              	______________________________________
	 
      	
                Thomas
      L. DiStefano III

              
	 
      	
                Chairman/CEO

              


      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
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