Exhibit 10.1


 





NOTE PAYMENT AND SATISFACTION AGREEMENT


 


This NOTE PAYMENT AND SATISFACTION AGREEMENT
is made and entered into this 28th day of October 2015, to be effective for all financial and other purposes as of November
2, 2015 (the “Effective Date”), by and between Link Bit Consulting Co., Ltd., a company existing under the laws
of Japan (“LBC”) and Umajin Co. Ltd., a corporation existing under the laws of Japan (“Umajin”).


 


Recitals


 


WHEREAS, Umajin is the borrower and obligor
under that certain Secured Promissory Note in the principal amount of ¥181,720,000/ $1,540,000 (the “Note”) given
as consideration for Umajin’s purchase of 1,400,000 shares of the common stock of Grand Perfecta, Inc., represented by certificate
no. 5322 (the “Shares”), which were pledged as security for the Note under that certain Stock Pledge Agreement of event
date therewith (the “Pledge Agreement”);


 


WHEREAS, LBC is the assignee of the Note,
Pledge Agreement, and security interest in the Shares;


 


WHEREAS, LBC is a wholly-owned subsidiary
of Grand Perfecta, Inc., a Nevada corporation (“GPI”), and LBC believes it to be in the best interest of LBC and GPI
to settle the Note in full by accepting an assignment to LBC from Umajin of all the Shares; and


 


WHEREAS, pursuant to that certain Information
Services Agreement between LBC and Umajin of even date herewith, Umajin has agreed to fix the price at which it will provide future
information and related services pertaining to the horse racing industry in Japan to LBC, which LBC believes to be in its best
interest by fixing certain operating costs.


 


Agreement


 


NOW, THEREFORE, in consideration of the
forging recitals, which are incorporated herein, and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.Assignment of Shares. By the
execution hereof Umajin hereby sells, transfers and conveys to LBC as of the Effective Date all of its right, title, and interest
in and to the Shares. Umajin shall promptly deliver to LBC certificate no. 5322 representing the Shares duly endorsed (directly
or by stock power) for transfer on the books and records of GPI.


 


2.Satisfaction of Note. By the
execution hereof LBC agrees that as of the Effective Date the Note and all payment obligations thereunder, including Umajin’s
obligations to pay principal and accrued interest as of the Effective Date, are paid, satisfied, fully discharged and fully released.


 


3.Title to Shares. Umajin hereby
covenants, represents, and warrants that it has not sold, assigned, transferred, hypothecated, pledged, encumbered or otherwise
disposed of, in whole or in part, voluntarily or involuntarily, any of its right, title or interest in and to the Shares, and that
assignment of the Shares pursuant to this Agreement conveys good and marketable title to the Shares free of any claims or encumbrances.


 




    	1



     

    

 


 


IN WITNESS WHEREOF, the undersigned have
executed this Note Payment and Satisfaction Agreement as of the date first above written.


 


	 	LINK BIT CONSULTING CO., LTD.
	 	
         

         

        By /s/ Takashi Ozawa

        Name: Takashi Ozawa

        Title: CEO, President

         



 


 


	 	UMAJIN CO. LTD.
	 	
         

         

        By /s/ Motonori Okai

        Name: Motonori Okai

        Title: Representative Director

         



 


 




 


 


 


 


 


 


 


 






    	2