THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. IT 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.
PROMISSORY
NOTE
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Date of Issuance
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May 6, 2009
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FOR VALUE RECEIVED, Excel Profit Global Group
Limited, a British Virgin Islands corporation (the
“Company”), hereby promises to pay Chen Dong (the
“Lender”), the principal sum of Three Hundred Thirty
Five Thousand United States Dollars (US$335,000), with no interest
(this “Note”). This Note is issued in
connection with that certain Share Exchange Agreement dated March
3, 2009, as amended on May 6, 2009 (the “Exchange
Agreement”), by and among the Company, China Electric Motor,
Inc. (formerly known as SRKP 21, Inc.), a Delaware corporation
(“China Electric”), Attainment Holdings Limited, a
British Virgin Islands corporation (“Attainment”), and
the designees listed on Schedule I of the Exchange Agreement (the
“Designees”). The principal shall be due and
payable by the Company on or before the earlier of (a) six (6)
months from the date of issuance of this Note or (b) upon the
receipt by China Electric of at least $1 million in the Equity
Financing, excluding the amounts received in the Equity Financing
as of the date of this Note (the “Maturity
Date”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Exchange
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, and any remainder applied to
principal. The Company hereby waives demand, notice,
presentment, protest and notice of dishonor.
2.
Usury . It is the intention of the
parties hereto to strictly comply with all applicable usury
laws. Accordingly, notwithstanding any provisions to the
contrary in this Note, or in any of the documents securing payment
hereof or otherwise relating hereto, in no event shall this Note or
such documents be construed to contract for, charge, or permit a
receipt of interest in excess of the maximum amount permitted by
applicable law. If any such excess interest is
contracted for, charged, or received under this Note or under the
terms of any of the documents securing payment hereof or otherwise
relating hereto, or in the event the maturity of the indebtedness
evidenced by this Note is accelerated in whole or in part, or in
the event that all or part of the principal or interest of this
Note shall be prepaid, so that under any of such circumstances the
amount of interest contracted for, charged, or received under this
Note or under any of the instruments securing payment
hereo
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