|
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE
CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. 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, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
SECURED CONVERTIBLE PROMISSORY
NOTE
|
|
|
|
|
No. N-1
|
|
Date of Issuance
|
|
US $ 500,000
|
|
September 26 ,
2006
|
FOR VALUE RECEIVED, Long-e International Group
Co., Ltd., a British Virgin Islands corporation (the "Company"),
hereby promises to pay MidSouth Investor Fund LP (the "Lender"),
the principal sum of Five Hundred Thousand United States Dollars
(US$500,000), together with interest thereon from the date of this
Note. Interest shall accrue at a rate of ten percent (10%) per
annum, compounded annually. Unless earlier converted into
Conversion Shares pursuant to Section 2.2 of that certain Note
and Warrant Purchase Agreement dated September 22, 2006 among the
Company, Lender and certain other investors (the "Purchase
Agreement"), the principal and accrued interest shall be due and
payable by the Company on demand by the Lender at any time after
the date hereof.
This Note is one of a series of Notes issued
pursuant to the Purchase Agreement, and capitalized terms not
defined herein shall have the meaning set forth in the Purchase
Agreement.
1.
Payment . All payments shall
be made in lawful money of the United States of America at the
principal office of the Company, or at such other place as the
holder hereof may from time to time designate in writing to the
Company. Payment shall be credited first to Costs (as defined
below), if any, then to accrued interest due and payable and any
remainder applied to principal. Prepayment of principal, together
with accrued interest, may not be made without the Lender’s
consent. The Company hereby waives demand, notice, presentment,
protest and notice of dishonor.
2.
Security .
This Note is secured under
that certain Security Agreement (the "Security Agreement") between
the Company and the Lender of even date herewith, attached hereto
as Exhibit A . Reference is hereby made to the Security
Agreement for a description of the nature and extent of the
security for this Note and the rights with respect to such
secu
|
