These
securities have not been registered under the Securities Act of
1933 (the "Securities Act") and may not be offered or sold in the
United States or to U.S. persons (other than distributors) unless
the securities are registered under the Securities Act, or an
exemption from the registration requirements of the Securities Act
is available. Hedging transactions involving these securities may
not be conducted unless in compliance with the Securities
Act.
8% CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 9,
2009
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US
$150,000
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As of February 9, 2007
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FOR VALUE RECEIVED, BLACK
GARDENIA CORP. , a Nevada corporation (the
“Company”), having an address of Level 30, Bank of
China Tower, 1 Garden Road, Central Hong Kong, hereby promises to
pay to the order of CAPITAL ALLIANCE GROUP INC. , a British
Columbia corporation (the “Lender”), at the offices of
Lender at Suite 1200 – 777 West Broadway, Vancouver, British
Columbia, Canada, or such other place as may be designated by
Lender to the Company in writing, the aggregate principal amount of
up to One Hundred Fifty Thousand Dollars ($150,000) ,
together with interest on the unpaid principal amount hereof, upon
the terms and conditions hereinafter set forth.
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1.
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Schedule of
Payments . The Lender
will pay to the Company $150,000.00 within 60 days of execution of
this Note. The terms and conditions set forth herein shall only
apply to the Principal. All of the references to dollar amounts in
this Convertible Promissory Note (this “Note”) are in
US dollars unless otherwise noted.
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2.
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Payment Terms.
The Company promises to pay to
Lender the balance of Principal, together with accrued and unpaid
interest, on February 9, 2009 (the “Due Date”), unless
this Note is earlier prepaid as herein provided or earlier
converted into common stock of the Company pursuant to Section 6 of
this Note. The Company may reduce the amount of the Principal
payable by paying down all or a portion of the Principal back to
the Lender at any time prior to the Due Date. All payments by the
Company to the Lender shall be credited first to the accrued
interest then due and payable and the remainder to
Principal.
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3.
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Interest.
Interest on the outstanding portion
of Principal of this Note shall accrue at a rate of eight percent
(8%) per annum. All computations of interest shall be made on the
basis of a 365-day year for actual days elapsed. Such interest
shall be paid in arrears on the last business day of each
successive one year anniversary of the date of this
Note.
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4.
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Lender’s Right of
Acceleration . The Lender
has the right, called acceleration, to declare the entire unpaid
principal and interest under this Note due immediately for any of
the following causes:
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(a)
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If the Company fails to keep any
promise made in this Note within thirty days after written notice
from the Lender;
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(b)
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If one or more judgments is
entered against the Company which exceed, in the aggregate,
$100,000 if the Company does not pay such judgments or arrange for
their enforcement to be postponed no later than within thirty days
after the judgments have been entered;
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— 2 —
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(c)
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If bankruptcy, receivership, or
insolvency proceedings are started by or against the Company, or if
the Company dissolves, liquidates or otherwise winds up its
business; or
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(d)
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If there is a change in control
of the Company.
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5.
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Notices
. All notices under this Note must
be in writing. They may be given by (a) personal delivery, or (b)
certified mail, return receipt requested. Each party must accept
and claim the notices given by the other. Notices shall be
addressed to the other party at the address written at the
beginning of this Note. Either party may notify the other of a
change of address.
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6.
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Conversion of Note
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6.1.
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Right to convert
. Subject to and upon compliance
with the provisions of this Section 6, at the option of the Lender,
this Note may at any time at or before the close of business on the
maturity date of this Note, be converted at 100% or a portion of
the principal amount of this Note be converted into common stock of
Black Gardenia Corp. (the “Common Stock”) at the
Conversion Price.
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6.2.
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Manner of Exercise of
Conversion Privilege . In
order to exercise the conversion privilege, the Lender shall
surrender this Note to the Company at any time during usual
business hours at its office, accompanied by written notice to the
Company at such office that the Lender elects to convert this Note
or a specified portion thereof and stating the name or names (with
address) in which the certificate or certificates for shares of
Common Stock which shall be issuable on such conversion shall be
issued. This Note surrendered for conversion shall (if so required
by the Company) be accompanied by proper assignment thereof to the
Company or be blank. As promptly as practicable after the receipt
of such notice and the surrender of this Note as aforesaid the
Company shall issue and deliver at such office to the Lender, or on
his written order, a certificate or certificates for the number of
full shares of Common Stock issuable on such conversion in
accordance with the provision of this Article and cash, as provided
in Subsection 4, in respect of any fraction of a share of Common
Stock otherwise issuable upon such conversion. Such conversion
shall be deemed to have been effected at the close of business on
the Date of Conversion, and the person or persons in whose name or
names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have
become the Lender or Lender of record of the shares represented
thereby on such date; provided, however, that any such surrender on
any date when the stock transfer books of the Company shall be
closed shall constitute the person or persons in whose name or
names the certificate or certificates for such shares are to be
issued as the record Lender or Lender thereof for all purposes at
the close of business on the next succeeding day on which such
stock transfer books are open, and the Note surrendered shall not
be deemed to have been converted until such time for all purposes,
but such conversion shall be at the conversion price in effect at
the close of business on the date of such surrender. Anything
contained in this Section 6.2 to the contrary notwithstanding, the
Company shall not be obligated to effect the transfer of any
Conversion Shares upon conversion of any portion of any Convertible
Notes or cause any Conversion Shares upon conversion of
any
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