of October 15, 2007
Acquisition Corp. (“Maker”) promises to pay to the order of Chien
Sylvia Lee (“Payee”)
the principal sum of One Hundred Twenty-Five Thousand Dollars and No Cents
($125,000) in lawful money of the United States of America, on the terms and
conditions described below.
principal balance of this Note shall be repayable on the earlier of (i) October
15, 2008 or (ii) the date on which Maker consummates an initial public offering
of its securities.
interest shall accrue on the unpaid principal balance of this Note.
payments shall be applied first to payment in full of any costs incurred in
collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this
following shall constitute Events of Default:
to Make Required Payments.
by Maker to pay the principal of this Note within five (5) business days
following the date when due.
commencement by Maker of a voluntary case under the Federal Bankruptcy Code,
now constituted or hereafter amended, or any other applicable federal or state
bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making
it of any assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.
entry of a decree or order for relief by a court having jurisdiction in the
premises in respect of maker in an involuntary case under the Federal Bankruptcy
Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official)
Maker or for any substantial part of its property, or ordering the winding-up
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days.
occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon
principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary
occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.
and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting
property, real or personal, or any part of the proceeds arising from any sale
any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.
hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability
any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to
Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or
affecting their liability hereunder.
notice called for hereunder shall be deemed properly given if (i) sent by
certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery, (iv) sent by telefacsimile or (v) sent
e-mail, to the following addresses or to such other address as either party
designate by notice in accordance with this Section:
Second Avenue, Suite 318
Chief Executive Officer
and Sylvia Lee
Second Avenue, Suite 318
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
the date on which an e-mail transmission was received by the receiving party’s
on-line access provider (iv) the date reflected on a signed delivery receipt,
(vi) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
Note shall be construed and enforced in accordance with the domestic, internal
law, but not the law of conflict of laws, of the State of New York.
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its President the day and year first above
CHINA ACQUISITION CORP.
Executive Vice President