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THIS
CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
CONVERTIBLE PROMISSORY
NOTE
$85,000.00 Date
of Note: December 4, 2009
FOR
VALUE RECEIVED, Dongguan Chditn Printing Co., Ltd., a corporation organized
under the laws of the Peoples’ Republic of China (“Payor”) promises to pay to
the order of Maurice Katz,, or its assigns (“Holder”) the principal sum of
EIGHTY FIVE THOUSAND AND NO/00 ($85,000) DOLLARS plus interest of $6,800 or
approximately 8% interest per annum. Interest shall commence with the date
hereof and shall continue on the outstanding principal until paid in
full. The obligations of this Note are due in full on December 4,
2010 (the “Maturity Date”).
1. Repayment. All payments of interest
and principal shall be in lawful money of the United States of America. All
payments shall be applied first to accrued interest and thereafter to principal.
Payor may prepay this Note at any time without penalty.
2. Place of Payment.
All amounts payable hereunder
shall be payable to Holder at the address it specifies to Payor in
writing.
3. Conversion.
(a) Automatic
Conversion. All amounts
of principal unpaid hereunder shall automatically be converted into shares of
common stock, $0.001 par value, of the Payor’s parent company, Décor Products
International, Inc. (F/K/A Murals by Maurice, Inc.) (“Stock”) at the then
effective Conversion Rate (as defined herein) upon the sale of all or
substantially all, of the assets of the Payor, or the merger, consolidation or
liquidation of Payor where the Payor is not in control of the merged,
consolidated or liquidated entity or other change in control of the Payor
(except for mergers such as those used to effect changes in the state of
incorporation or a conversion of the Payor to another legal entity) (any such
event, a “Change in Control”) where the valuation of the cash, securities and/or
other consideration received by the Payor or its stockholders in such
transaction exceeds $30,000,000.00. Immediately upon such conversion,
Holder shall surrender this Note at the offices of Payor against delivery of
that number of shares of Stock of Payor equal to the quotient of (x) the
outstanding principal balance due and owing under this Note on the Conversion
Date, divided by (y) the Conversion Rate.
(b) Optional Conversion by
Holder. All or any
portion of the principal amount due and owing under this Note may be converted
at the option of Holder into fully paid and non-assessable shares of Stock of
Décor Products International, Inc. at any time prior to the Maturity Date upon
three (3) days written notice. No optional conversion may be made if Holder is
aware of, or if Payor notified Holder within 30 days of its conversion election,
any event which would require a conversion under section 3(a)
above.
(c) Number of Shares of Stock
Converted and Conversion Rate. Upon any conversion of all or any
portion of the Note contemplated in sections 3(a) or (b) above, the principal
amount designated by Holder shall be converted into that number of shares of
Stock determined by dividing (i) the principal amount so elected to be converted
by Holder, by the (ii) then applicable Conversion Rate. If the conversion is
pursuant to section 3(b) and is prior to the Maturity Date, all accrued interest
will continue to accrue; if the conversion is on the Maturity Date, then clause
(i) of this section will include all accrued interest. If a partial conversion
by Holder occurs, Holder shall surrender this Note at the offices of Payor in
exchange for a new Note providing for the payment on the Maturity Date of all
remaining principal and accrued interest due and owing subsequent to the
optional conversion. As used herein, the term “Conversion Rate” shall mean one
dollar ($1.00) per share. At such time as such conversion has
been effected, the rights of the holder of this Note will cease with respect to
the principal (and interest if applicable) converted.
(d) Adjustments to Conversion
Rate for Certain Events. The Conversion Rate shall be subject
to adjustment if the number of outstanding shares of Stock of Payor is increased
by a stock dividend, split-up or by a subdivision of equity of Payor, then, the
Conversion Rate shall be appropriately decreased so that the number of shares of
Units issuable on conversion of this Note shall be increased in proportion to
such increase of outstanding shares of Stock.
(e) Fractional Shares.
No fractional shares shall be
issued upon the conversion of this Note. In lieu of issuing any fractional
shares, Payor shall pay to the Holder in cash any remainder resulting after the
number of whole shares is determined as a result of the
conversion.
4. Use of Proceeds.
This Note represents the debt
owed to Holder for unpaid consulting fees.
5. Due Authorization.
The Payor has the full power
and authority to execute and deliver this Note and to consummate the
transactions contemplated on its part hereby and thereby. The execution,
delivery (or filing or adoption, as the case may be), and performance by the
Payor of this Note have been duly authorized. This Note is a valid and binding
agreement of the Payor, enforceable against the Payor in accordance with its
terms, except as limited by bankruptcy, insolvency and other laws affecting the
enforcement of creditors’ rights generally and by equitable principles in any
action (legal or equitable) and by public policy.
6. Waiver. Payor waives presentment and demand
for payment, notice of dishonor, protest and notice of protest of this Note, and
shall pay all costs of collection when incurred, including, without limitation,
reasonable attorneys’ fees, costs and other expenses.
7. Attorney’s Fees.
If Payor defaults in the
payment of principal or interest due on this Note, Holder shall be entitled to
receive and Payor agrees to pay all reasonable costs of collection incurred by
Holder, including, without limitation, reasonable attorney’s fees for
consultation and suit.
8. Governing Law. This Note shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida,
excluding conflict of laws principles that would cause the application of laws
of any other jurisdiction.Any action brought to enforce or
interpret this Note shall be brought in the courts located in Broward County,
Florida.
9. Successors and
Assigns. The provisions
of this Note shall inure to the benefit of and be binding on any successors of
Payor and shall extend to any holder hereof.Holder may assign this Note (or any
proceeds therefrom).
10. No Security or
Guaranty. This Note is meant to be
an unsecured obligation of Payor and is not meant to be guaranteed by any third
party.
11. Event of Default. Each payor, endorser, and
guarantor waives demand, notice of nonpayment and demand. If any payment due is
not made and remains unpaid for TEN (10) DAYS, it is in default
hereof. Any such payment in default shall bear interest at 18% per
annum. Should any payment not be made when due, there shall also be a
late charge equal to 5% of the amount of the installment of principal or
interest which is paid after the due date. In the event of default
hereunder, the entire unpaid balance hereof shall, at the option of the holder,
become due and payable upon demand. All costs and fees (including reasonable
fees and disbursements of legal counsel) incurred by the holder as the result of
any default by anyone liable hereunder or as the result of any collection effort
by the holder shall also be due and owing to the holder. Failure to exercise any
right shall not be deemed a waiver of the right to exercise the same at any
subsequent date, or event.
IN
WITNESS WHEREOF, the Payor has duly executed this Note as of the date first
written above.
PAYOR:
Dongguan
Chditn Printing Co., Ltd.
____________________________________
Liu
Ruisheng, President
Décor
Products International, Inc.
____________________________________
Liu
Ruisheng, President
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