Unassociated Document


    THIS
      NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS
      PERMITTED UNDER THE SECURITIES PURCHASE AGREEMENT (AS DEFINED).


    


    June
      __, 2008

    New
      York, New York

    N-___

    


    8%
      CONVERTIBLE PROMISSORY NOTE

    


    FOR
      VALUE
      RECEIVED, ARDMORE HOLDING CORPORATION, a Delaware corporation (the “Company”),
      hereby promises to pay to________________________________
      ____________________________________, or its permitted assigns (the
“Holder”),
      except to the extent previously converted as provided herein, on December __,
      2009 or as otherwise earlier provided herein (the “Maturity
      Date”),
      the
      sum of _____________________Dollars ($_________), together with simple interest
      at the rate of eight percent (8%) per annum. After the Maturity Date, interest
      on the outstanding principal amount shall be payable on the last day of each
      month at the rate of 15% per annum. Interest shall be calculated on the basis
      of
      a 365 day year on the number of days actually elapsed. All
      payments in cash hereunder shall be made in U.S. dollars and in immediately
      available funds, and payments shall be applied first to charges and expenses
      owed hereunder, next, to interest payable hereunder, and then to the principal
      amount outstanding hereunder. Nothing
      contained herein or in any document referred to herein or delivered in
      connection herewith shall be deemed to establish or require the payment of
      a
      rate of interest or other charges in excess of the maximum permitted by
      applicable law. 

    


    This
      Note
      has been issued pursuant to the Amended and Restated Securities Purchase
      Agreement dated as of May 12, 2008 between the Company and the original Holder,
      as amended (the “Securities
      Purchase Agreement”),
      and
      shall be governed by the terms thereof. Unless otherwise separately defined
      herein, all capitalized terms used in this Note shall have the same meaning
      as
      is set forth in the Securities Purchase Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      I

    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the principal amount due under this
      Note
      into shares of Common Stock, as set forth below.

    


    1.1
       Conversion
      into Common Stock.

    


    (a) The
      Holder shall have the right, from and after the date of the issuance of this
      Note and until such time as this Note is fully paid, to convert all or any
      portion of the outstanding unpaid principal amount of this Notes into the number
      of fully paid and non-assessable shares of Common Stock equal to the quotient
      obtained by dividing the (A) sum of (i) principal amount being converted and
      (ii) the unpaid interest that has accrued through the Conversion Date (as
      defined) on the principal amount to be converted, by (B) the Conversion Price
      (as defined). The Company shall issue and deliver to the Holder within five
      Business Days from the Conversion Date (such fifth business day being the
“Delivery
      Date”)
      certificates evidencing that number of shares of Common Stock into which of
      the
      Note (or any portion thereof) has been converted. The term “Conversion
      Date”
means
      the Business Day (or if such day is not a Business Day, then the next such
      day
      which is a Business Day) on which the Company receives (x) this Note duly
      endorsed for transfer and (y) the properly completed notice of conversion,
      substantially in the form annexed hereto.

    


    (b) Subject
      to adjustment as provided in Section 1.1(c) hereof, the conversion price per
      share shall be $ 1.08 (the “Conversion
      Price”).

    


    (c) The
      Conversion Price and number and kind of shares of Common Stock or other
      securities to be issued upon conversion, shall be subject to adjustment from
      time to time upon the happening of certain events while this Note remains
      outstanding, as follows:

    


    (i) Reorganization,
      Consolidation, Merger, etc.
      In case
      at any time or from time to time, the Company shall (A) effect a reorganization,
      (B) consolidate with or merge into any other person or (C) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder of this
      Note,
      on the conversion hereof as provided in this Article I, at any time after the
      consummation of such reorganization, consolidation or merger or the effective
      date of such dissolution, as the case may be, shall receive, in lieu of the
      Common Stock (or other securities) issuable on such conversion prior to such
      consummation or such effective date, the stock and other securities and
      property, including cash (collectively, the “Other
      Securities and Property”),
      to
      which such Holder would have been entitled upon such consummation or in
      connection with such dissolution, as the case may be, if such Holder had so
      converted this Note, immediately prior thereto, all subject to further
      adjustment thereafter as provided in Section 1.1(c)(iv).

    


    (ii) Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      Other Securities and Property by the Holder of this Note after the effective
      date of such dissolution to a bank or trust company (a “Trustee”)
      having
      its principal office in New York, New York, as trustee for the
      Holder.

    
      
         

      

      
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    (iii) Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Article I, this Note shall continue
      in full force and effect and the terms hereof shall be applicable to the Other
      Securities and Property receivable on the conversion of this Note after the
      consummation of such reorganization, consolidation or merger or the effective
      date of dissolution following any such transfer, as the case may be, and shall
      be binding upon the issuer of any Other Securities and Property, including,
      in
      the case of any such transfer, the person acquiring all or substantially all
      of
      the properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Note. In the event this Note does not
      continue in full force and effect after the consummation of the transaction
      described in this Article I, then only in such event will the Company’s
      securities and property (including cash, where applicable) receivable by the
      Holder of the Notes be delivered to the Trustee as contemplated by Section
      1.1(c)(ii).

    


    (iv) Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (A) issue additional shares of Common Stock as
      a
      dividend or other distribution on its outstanding Common Stock, (B) subdivide
      its outstanding shares of Common Stock, or (C) combine its outstanding shares
      of
      Common Stock into a smaller number of shares of Common Stock, then, in each
      such
      event, the Conversion Price shall, simultaneously with the happening of such
      event, be adjusted so that the Holder shall be entitled to receive the number
      of
      shares of Common Stock the Holder would have owned or been entitled to receive
      after the occurrence of any of the events described in this Section 1.1(c)(iv)
      had this Note been converted immediately prior to such event. The Conversion
      Price, as so adjusted, shall be readjusted in the same manner upon the happening
      of any successive event or events described herein. 

    


    (v) Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities and Property) issuable on the conversion of the Notes, the Company
      at
      its expense will promptly cause its Chief Financial Officer or other appropriate
      designee to compute such adjustment or readjustment in accordance with the
      terms
      of the Note and prepare a certificate setting forth such adjustment or
      readjustment and showing in detail the facts upon which such adjustment or
      readjustment is based, including a statement of (A) the consideration received
      or receivable by the Company for any additional shares of Common Stock (or
      Other
      Securities and Property) issued or sold or deemed to have been issued or sold,
      (B) the number of shares of Common Stock (or Other Securities and Property)
      outstanding or deemed to be outstanding, and (C) the Conversion Price and the
      number of shares of Common Stock to be received upon conversion of this Note,
      in
      effect immediately prior to such adjustment or readjustment and as adjusted
      or
      readjusted as provided in this Note. The Company will forthwith mail a copy
      of
      each such certificate to the Holder of the Note and the Company’s transfer
      agent.

    


    1.2 Partial
      Conversion.
      Upon
      partial conversion of this Note, a new Note containing the same provisions
      of
      this Note and dated the date of original issuance of the issuance of this Note
      shall be issued by the Company to the Holder for the remaining unconverted
      principal balance of this Note.

     

    1.3 Issuance
      of Common Stock Upon Conversion of Note. Upon
      the
      conversion of this Note or any portion thereof, the Company shall, at its own
      cost and expense, take all necessary action, including obtaining and delivering
      an opinion of counsel, to assure that the Company’s transfer agent shall issue
      stock certificates in the name of Holder in such denominations to be specified
      at conversion representing the number of shares of Common Stock issuable upon
      such conversion. The Company warrants that no instructions other than these
      instructions have been or will be given to the transfer agent of the Common
      Stock. The Holder, by its acceptance of this Note, acknowledges that such
      certificates, except as otherwise permitted by the Registration Rights Agreement
      or the Securities Purchase Agreement, will contain a legend restricting the
      resale or transferability of such shares, as more fully provided for
      therein.

    
      
         

      

      
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    1.4 Reservation
      of Common Stock.
      During
      the period the conversion right exists, the Company will reserve from its
      authorized and unissued Common Stock a number of shares of Common Stock equal
      to
      the number of shares of Common Stock issuable upon the conversion of this Note
      in full. The Company represents that upon issuance, such shares will be duly
      and
      validly issued, fully paid and non-assessable. The Company agrees that its
      issuance of this Note shall constitute full authority to its officers, agents,
      and transfer agents who are charged with the duty of executing and issuing
      stock
      certificates to execute and issue the necessary certificates for shares of
      Common Stock upon the conversion of this Note.

    


    1.5 Beneficial
      Ownership Limitation.
      Notwithstanding
      anything to the contrary set forth in this Note, at no time may the Holder
      convert all or a portion of this Note if the number of shares of Common Stock
      to
      be issued pursuant to such conversion would exceed, when aggregated with all
      other shares of Common Stock owned by the Holder at such time (including
      pursuant to the Warrants), the number of shares of Common Stock which would
      result in the Holder beneficially owning (as determined in accordance with
      Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99%
      of
      all of the Common Stock outstanding at such time.

     

    ARTICLE
      II

    EVENTS
      OF DEFAULT

    


    The
      entire unpaid principal amount of this Note, together with the interest thereon,
      shall, at the option of the Holder made by demand on the Company, become
      immediately due and payable, without presentment, dishonor or notice of
      dishonor, all of which hereby are expressly waived, upon the occurrence of
      any
      of the following events (each an “Event
      of Default”):

    


    2.1 Failure
      to Pay Principal or Interest.
      The
      Company fails to make any payment due under this Note, as and when due and
      payable.

    


    2.2 Receiver
      or Trustee.
      The
      Company shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed.

    


    2.3 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Company and if instituted against the Company
      are
      not dismissed within fifteen (15) days of initiation.

    
      
         

      

      
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    2.4 Delisting.
      The
      Common Stock is delisted from the OTC Bulletin Board or such other exchange
      or
      interdealer marketplace on which the Common Stock is listed for trading or
      quoted. 

    


    2.5 Failure
      to Deliver Common Stock or Replacement Note.
      The
      Company’s failure to deliver Common Stock to the Holder pursuant to this Note or
      a replacement Note a contemplated by Section 1.2, in each case more than ten
      Business Days after the Delivery Date.

    


    2.7 Reservation
      Default.
      The
      Company fails to reserve for issuance the number of shares of Common Stock
      issuable upon conversion of this Note.

    


    ARTICLE
      III

    MISCELLANEOUS

    


    3.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    3.2 Notices.
      (a) All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. 

     

    
      
         

      

      
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    (b)
      Any
      notice or other communication required or permitted to be given hereunder shall
      be deemed effective (i) upon hand delivery or delivery by facsimile, with
      accurate confirmation generated by the transmitting facsimile machine, at the
      address or number designated below (if delivered on a business day during normal
      business hours where such notice is to be received), or the first business
      day
      following such delivery (if delivered other than on a business day during normal
      business hours where such notice is to be received) or (ii) on the second
      business day following the date of mailing by express courier service, fully
      prepaid, addressed to such address, or upon actual receipt of such mailing,
      whichever shall first occur. The addresses for such communications shall be:
      

    


    (1)
      If to
      the Company:

    


     

    Ardmore
      Holding Corporation

    c/o
      Tianjin Yayi Industrial Co., Ltd.

    XingGuang
      Road No. 9 

    Northern
      Industrial Park of Zhongbei, 

    XiQing,
      District

    Tianjin
      City, China 300201

    Attn.:
      Chief Executive Officer

    Fax:
      022-27984358

    


    With
      a
      copy to:

     

    Hodgson
      Russ LLP

    1540
      Broadway, 24th Floor

    New
      York,
      NY 10036

    Attn:
      Jeffrey A. Rinde, Esq.

    Fax:
      (212) 751-0928

     

    (2)
      If to
      the Holder, to the one or more addresses and telecopier numbers appearing in
      the
      Company’s books and records as of the date this Note is issued or as indicated
      from time to time by notice delivered to the Company by or on behalf of the
      Holder by its duly authorized representative or counsel.

    


     3.3 Amendment
      Provision.
      The
      term “Note” and all reference thereto, as used throughout this instrument, shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


     3.4 Assignability.
      This
      Note shall be binding upon the Company and its successors and assigns, and
      shall
      inure to the benefit of the Holder and its permitted successors and
      assigns.

    


     3.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, the Company shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys’
fees.

    


     3.6 Governing
      Law.
      This
      Note shall be governed by, and construed in accordance with, the internal laws
      of the State of New York without regard to the choice of law principles thereof.
      Each of the parties hereto irrevocably submits to the exclusive jurisdiction
      of
      the courts of the State of New York located in New York County and the United
      States District Court for the Southern District of New York for the purpose
      of
      any suit, action, proceeding or judgment relating to or arising out of this
      Agreement and the transactions contemplated hereby. Service of process in
      connection with any such suit, action or proceeding may be served on each party
      hereto anywhere in the world by the same methods as are specified for the giving
      of notices under this Note. Each of the parties hereto irrevocably consents
      to
      the jurisdiction of any such court in any such suit, action or proceeding and
      to
      the laying of venue in such court. Each party hereto irrevocably waives any
      objection to the laying of venue of any such suit, action or proceeding brought
      in such courts and irrevocably waives any claim that any such suit, action
      or
      proceeding brought in any such court has been brought in an inconvenient forum.
      EACH
      OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
      LITIGATION WITH RESPECT TO THIS NOTE AND REPRESENTS THAT COUNSEL HAS BEEN
      CONSULTED SPECIFICALLY AS TO THIS WAIVER.

    
      
         

      

      
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     3.7 Pre-Payment;
      Redemption.
      Subject
      to the effectiveness of the Registration Statement (as defined in the Securities
      Purchase Agreement and the Registration Rights Agreement executed in connection
      therewith), the Company shall have the option to pre-pay the Notes at 110%
      of
      the principal amount then outstanding upon sixty (60) days prior written notice.
      During such notice period, the Holder shall have the right to convert any
      portion hereof. This Note may not be redeemed or paid without the consent of
      the
      Holder except as described in this Note or in the Securities Purchase
      Agreement.

    


     3.8 Stockholder
      Status.
      The
      Holder shall not have rights as a stockholder of the Company with respect to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a stockholder of the Company with respect to the shares of Common Stock
      to be
      received by Holder after delivery by the Holder of a Conversion Notice to the
      Company.

    


    3.9 Entire
      Agreement.
      This
      Note, the Securities Purchase Agreement and the other Transaction Documents
      (including all schedules and exhibits thereto) constitute the entire agreement
      among the parties hereto with respect to the subject matter hereof and thereof.
      There are no restrictions, promises, warranties or undertakings, other than
      those set forth or referred to herein and therein. This Note and the Securities
      Purchase Agreement supersede all prior agreements and understandings among
      the
      parties hereto with respect to the subject matter hereof and thereof. In the
      event of a conflict between this Note and the Securities Purchase Agreement,
      the
      terms of the Securities Purchase Agreement shall be controlling.

    


    


    ***************************************************

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this Note to be signed in its name by an authorized officer
      on the date set forth above.

     

    
      	 	 	 
	 	ARDMORE
              HOLDING CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Jeff
              D. Jenson, President


    

     

     

    
      
         

      

      
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    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)

    


    The
      undersigned hereby elects to convert $_________ of the principal amount of
      this
      Note and the interest that has accrued with respect thereto into shares of
      Common Stock of ARDMORE HOLDING CORPORATION according to the conditions set
      forth in the Note.

    


    
      	
               

              Date
                of this Conversion Notice:

            	
               

              ______________________

            
	
               

              Conversion
                Price:

            	
               

              ______________________

            
	
               

              Common
                Stock To Be Delivered:

            	
               

              ______________________

            
	
               

              Signature:*

            	
               

              _________________________________

            
	
               

              Print
                Name:

            	
               

              _________________________________

            
	
               

              Address:

            	
               

              _________________________________

              _________________________________

              _________________________________

            


    

    


    


    *
      Signature should appear as the name of the payee appears on the face of the
      Note
      and such name should be printed underneath the signature.

     

    
      
         

      

      
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