EXHIBIT 4.1
THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE
UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT") AND
APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION
THEREFROM.
CHINA IVY SCHOOL, INC.
6.0% Convertible Note
Due: June 30, 2010
US$1,560,000
China Ivy School, Inc. (the
"Issuer"), for value received, hereby promises
to pay to _______ , or registered assigns (the "Registered Holder"
or "Holder"),
the principal sum of One Million Five Hundred Sixty Thousand
Dollars
(US$1,560,000.00) due June 30, 2010 (the "Maturity Date"), and to
pay interest
thereon on the Maturity Date (or, if earlier on the date of payment
of this
Note) from the date hereof at the rate of six (6.0%) percent per
annum until the
principal hereof is paid. Interest shall be computed on the basis
of the actual
number of days elapsed.
Payments of principal and of any
interest on this Note shall be made in
such coin or currency of the United States of America as at the
time of payment
is legal tender for payment of public and private debts. Payments
of principal
of this Note shall be made against surrender hereof. If the
principal of this
Note is accelerated, interest shall accrue and be payable until the
date of
payment. The Issuer shall have the right to pay any principal
portion of this
Note before the scheduled due date thereof.
The Issuer shall accept at its
principal executive offices any Note (i)
which may be presented or surrendered for payment, (ii) which may
be surrendered
for registration of transfer or exchange, or (iii) which may be
surrendered for
conversion pursuant to the provisions set forth below. The Issuer
will act as
its own security registrar and paying and transfer agent for such
purposes and
agrees to cause to be kept at such office a register (the "Security
Register")
in which, subject to such reasonable regulations as it may
prescribe, the Issuer
will provide for the registration of Notes and registration of
transfers of
Notes. As of the date this Note was originally issued, such
principal executive
offices of the Issuer were located at 1 Suhua Road, Shiji Jinrong
Building,
Suite 801, Suzhou Industrial Park, Jiangsu Province, China, 215020.
If the
Issuer shall change the location of its principal executive offices
it will
provide all holders with no less than thirty (30) days prior
written notice.
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The transfer of a this Note (or any
Note issued upon transfer of all or a
portion of this Note) is registrable at the offices of the Issuer
upon surrender
of such Note at the principal executive offices of Issuer duly
endorsed by, or
accompanied by a written instrument of transfer in form reasonably
satisfactory
to the Issuer duly executed by the Holder thereof, together with
any
certifications and representations which Issuer may reasonably
require to
reflect compliance with all applicable securities laws, rules and
regulations
and the due authorization of the transaction. Upon such surrender
of this Note
for registration of transfer, the Issuer shall execute and deliver,
in the name
of the designated transferee or transferees, one or more new Notes,
dated the
date of the execution thereof, of any authorized denominations and
of a like
tenor, form and aggregate principal amount.
Prior to due presentment of this
Note for registration of transfer, the
Issuer may treat the person in whose name this Note is registered
as the owner
hereof for all purposes, whether or not this Note be overdue, and
the Issuer
shall not be affected by notice to the contrary.
The Holder of this Note may at any
time convert all or any amount of the
principal amount of the Note into shares of Common Stock of Issuer
at a
conversion price equal to eight cents ($0.08) per share of Common
Stock, subject
to adjustment as provided herein. No interest shall be paid on such
portion of
this principal amount of this Note as shall be converted into
Common Stock.
The conversion right granted in this
Note may be exercised only by a
Registered Holder, in whole or in part, by the surrender of the
Note to be
converted at the principal executive offices of the Issuer against
delivery of
that number of shares of whole Common Stock as shall be computed by
dividing the
principal amount of the Note being converted by the Conversion
Price on the
Conversion Date. Each Note surrendered for conversion shall be
endorsed by the
Registered Holder. Issuer will transmit the Common Stock
certificates issuable
upon conversion of any Note and a new Note representing the balance
of the Note
to the Registered Holder via express courier within three (3)
business days
after the Conversion Date. The term "Conversion Date" shall mean
the date the
original Notice of Conversion and Note being converted are received
by the
Issuer. The term "Notice of Conversion" shall mean the written
notice from the
Registered Holder to the Issuer.
All Common Stock which may be issued
upon conversion of the Note will,
upon issuance, be duly issued, fully paid and non-assessable and
free from all
taxes, liens, and charges with respect to the issue thereof. At all
times that
any Notes are outstanding, Issuer shall have authorized and shall
have reserved
for the purpose of issuance upon such conversion into Common Stock
of all Notes,
a sufficient number of shares of Common Stock to provide for the
conversion of
all outstanding Notes at the then effective Conversion Price.
Without limiting
the generality of the foregoing, if, at any time, the Conversion
Price is
decrease
