Exhibit
4.1
ELEMENT 21 GOLF
COMPANY
10% CONVERTIBLE PROMISSORY
NOTE
FOR
VALUE RECEIVED , the
undersigned, ELEMENT 21 GOLF COMPANY , a Delaware
corporation (the “Borrower” ), hereby
promises to pay to the order of _____________ (the
“Lender” ), the principal amount of
__________ ($______) on May 14, 2007 (the “Maturity
Date”) plus accrued and unpaid interest.
Section
1.
Definitions
.
All capitalized terms used herein
and that are not otherwise defined herein shall have the respective
meanings ascribed to them in the Subscription Agreement, dated May
14, 2006, by and between the Borrower and the Lender (the
“Subscription Agreement”).
Section
2.
Prepayment
.
This Note or any part of the
principal amount hereof (in denominations of one thousand dollars
($1,000) or multiples thereof) may be prepaid by the Borrower
without penalty, premium or prior notice.
Section
3.
Interest. All indebtedness outstanding under this Note
shall bear interest (computed on the basis of a 360-day year) at
the rate of ten percent (10%) per annum commencing from the date of
this Note. Interest shall be payable on the Maturity
Date.
Section
4.
Conversion.
(a) The outstanding principal and accrued interest
on this Note shall, at the option of the Lender, be converted at
any time on or prior to the Maturity Date into shares of the
Company’s Common Stock, $.01 par value per share (the
“Common Stock”), at a conversion price equal to the
lesser of (i) $0.175, or (ii) the ten day trading average of shares
of Common Stock on the OTC Bulletin Board for the ten trading days
ending on the day immediately prior to the date of conversion (such
price being referred to herein the “Conversion
Price”).
(b) If the Lender desires to exercise the
conversion rights set forth in this Section 4, the Lender shall
surrender this Note, duly endorsed, at the principal office of the
Company and shall give written notice to the Borrower at such
office of its election to convert the outstanding principal and
accrued interest hereon into shares of Common Stock. The notice
shall state the name(s) of the nominee(s) of the Lender in which
any shares of Common Stock are to be issued. The Company shall, as
soon as practicable thereaft
