THIS NOTE AND
THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144
UNDER SUCH ACT.
Nordic Turbines,
Inc.
CONVERTIBLE PROMISSORY
NOTE
Nordic Turbines, Inc., a Nevada corporation (the
“ Company ”), for value received, promises to
pay to the order of NewMargin Growth Fund, L.P. (the “
Holder ”), the sum of $2,500,000, or the aggregate
unpaid principal balance of all amounts outstanding hereunder,
whichever is less (the " Principal "), plus simple interest
thereon from the date first set forth above until paid at an annual
interest rate equal to the lower of six percent (6%) or the lowest
rate permissible by law, and in accordance with the provisions of
Section 2 below. Any remaining principal and
interest hereof will be paid or converted pursuant to the terms
hereof or under the Agreement.
This Note is issued by the Company in connection
with that certain Agreement dated as of July 20, 2009 and amended
July 31, 2009, among Luckcharm Holdings Limited, a Hong Kong
company (“ Luckcharm ”), Wuhan Guoce Nordic New
Energy Co., Ltd., a People’s Republic of China company
(“ GC Nordic ”), the Company, Ceyuan Ventures
II, L.P., Ceyuan Ventures Advisors Fund II, LLC and Holder (the
“ Agreement ”). This Note
incorporates by reference all the terms of the
Agreement. The following is a statement of the rights of
the Holder and the conditions to which this Note is subject, and to
which the Holder, by the acceptance of this Note,
agrees:
1.
Definitions . As used in this Note, the following
terms, unless the context otherwise requires, have the following
meanings:
1.1 “
Company ” will mean Nordic Turbines, Inc. and will
include any corporation, partnership, limited liability company or
other entity that will succeed to or assume the obligations of the
Company under this Note.
1.2 “
Holder ” will mean any person who will at the time be
the registered holder of this Note.
2.
Issuance of Principal and Conversion
2.1 The
Company has agreed to loan Luckcharm the principal amount of
$2,500,000 on or before July 31, 2009 in accordance with the terms
of the Agreement. As a matter of convenience, the Holder
will wire transfer the Principal directly to Luckcharm on the date
of issuance of this Note.
2.2 Upon
the closing a merger transaction among the Company or its
wholly-owned subsidiary, Luckcharm and GC Nordic (the “
Merger ”), the outstanding Principal and accrued but
unpaid interest thereon (the “ Debt ”) will
automatically and without any action on the part of the Holder
convert into shares of common stock of the Company based on a per
share conversion price of $0.80 (“ Conversion Price
”) .
2.3 In
the event of conversion, the Holder will surrender the original
copy of this Note for conversion at the principal office of the
Company at the time of such closing. Holder agrees to
execute all necessary documents in connection with the conversion
of this Note, including a definitive stock purchase
agreement. If upon such conversion of this Note a
fraction of a share would result, then the Company will round up to
the nearest whole share.
2.4 In
the event the Merger or similar transaction fails to occur among
the Company, Luckcharm and GC Nordic within one hundred eighty
(180) days of the date hereof, Holder agrees to convert the Debt in
accordance with the terms of the Agreement and forgive and cancel
this Note, and undertake all action and execute all necessary
documents required to accomplish the intent of the parties under
the Agreement.
3.
Issuance of Consideration on Conversion . As soon
as practicable after conversion of this Note pursuant to Section
2 and receipt of the original Note and related documents, but
in not event later than five (5) business days, the Company at its
expense will cause to be issued in the name of and delivered to the
Holder, a certificate or certificates for the number of shares of
securities to which the Holder will be entitled on such conversion
(bearing such legends as may be required by applicable state and
federal securities laws in the opinion of legal counsel for the
Company), together with any other securities and property, if any,
to which the Holder is entitled on such conversion under the terms
of this Note.
4.
Adjustment Provisions . The number and character
of shares of common stock issuable upon conversion of this Note and
the Conversion Price therefor, are subject to adjustment upon
occurrence of the following events:
4.1
Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
etc .