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10.1 Form of Debt Conversion
Agreement
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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.
