Unassociated Document


     

    
      THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAW.  NEITHER THIS NOTE NOR ANY OF
THE SHARES OF COMMON STOCK ISSUABLE UPON EXCHANGE OF THIS NOTE MAY BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH REGISTRATIONS REQUIREMENTS
AND OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

      


      CHINA
WIND SYSTEMS, INC.

      


      12% Note
due February 7, 2011

      


      
        	
                $80,000

              	 
      	
                August
      7, 2009

              


      

      


      FOR VALUE
RECEIVED, China Wind Systems, Inc., a Delaware corporation (the “Company”),
hereby promises to pay to the order of Barron Partners, L.P. (“Registered
Holder”) the principal amount of eighty thousand dollars ($80,000), on February
7, 2011, subject to earlier prepayment as hereinafter
provided.  Interest on such principal amount shall be payable at the
rate of twelve percent (12%) per annum on the third (7th) day of August,
November, February and May of each year, with the first interest payment being
due on November 7, 2009, and a final payment due on the maturity
date.  Interest shall be paid to the person who is the Registered
Holder of this Note on the fifteenth day of the month.  If any payment
of interest on or principal of this Note is due is on a day on not a business
day, such payment shall be made on the next day which is a business
day.  A business day shall mean a day other than a day on which banks
in the City of New York are permitted or required to be closed. Payments of
principal and interest shall be made in lawful money of the United States of
America and payment of principal shall be made against presentment of this
Note.  This Note has been issued pursuant to a purchase agreement (the
“Purchase Agreement”) dated August 7, 2009 between the Company and Barron
Partners LP.

      


      ARTICLE
1.

      Events of
Default and Acceleration

      


      (a)   Events of Default
Defined.  The entire unpaid principal amount of this Note,
together with interest thereon shall, on written notice from Registered Holders
holding at least a majority of the then outstanding principal amount of the
Notes if any one or more Events of Default shall have occurred (for any reason
whatsoever and whether such happening shall be voluntary or involuntary or be
affected or come about by operation of law pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) and be continuing.  An Event of
Default shall occur:

      


      (i)  if
failure shall be made in the due and punctual payment of the principal of the
Notes when and as the same shall become due and payable whether at maturity or
otherwise, including any payment due as a result of the exercise of the rights
set forth in Section 1(b) of this Note, and such failure shall have continued
for five (5) business days;

      


      (ii)  if
failure shall be made in the due and punctual payment of any installment of
interest on the Notes when and as the same shall become due and payable, and
such failure shall have continued for ten (10) business days after receipt of
notice of such failure; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (iii)  if
failure shall be made in the delivery of shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”), pursuant to Article 2 of this Note,
and such failure shall continue for five (5) business days after receipt of
notice of such failure; or

      


      (iv)  if a
court of competent jurisdiction shall enter an order, judgment or decree
appointing, without consent of the Company, a receiver, trustee or liquidator of
the Company or of all or any substantial part of the property of the Company, or
approving a petition filed against the Company seeking a reorganization or
arrangement of the Company under the Federal bankruptcy laws or any other
applicable law or statute of the United States of America or any State thereof,
or any substantial part of the property of the Company shall be
sequestered;  and such order, judgment or decree shall not be vacated
or set aside or stayed within sixty (60) days from the date of the entry
thereof.

      


      (v)  failure
on the part of Company to duly to observe or perform in any material respect the
covenants or agreements on the part of Company contained in this Note or the
Securities Purchase Agreement by and among the Issuer and the investors party
thereto, including the Noteholder, dated the date of this Note (the “Transaction
Documents”) and not otherwise covered in this Section 1(a), for a period of ten
(10) business days after the date on which written notice specifying such
failure, stating that such notice is a “Notice of Default” hereunder and
demanding that Issuer remedy the same, shall have been given by registered or
certified mail, return receipt requested, or by an international overnight
carrier service which provides evidence of delivery, to Company and its
counsel.

      


      (vi)  any
representation, warranty or other statement in this Note or any of the other
Transaction Documents, shall be false, incorrect, incomplete or misleading in
any material respect when made or furnished and such misrepresentation relates
to an event, fact, occurrence, condition (financial or otherwise) or operating
results in each such case with respect to the Company taken as a whole, and such
misrepresentation or breach of warranty shall not be corrected, if it can be
corrected, within thirty (30) days after notice thereof is given to the
Company..

      


      (vii)  Any
indebtedness under any bonds, debentures, notes or other evidences of
indebtedness for money borrowed (or any guarantees thereof, excluding this Note
and the other Transactions Documents) by Company in an aggregate principal
amount in excess of $50,000 is not paid when due either at its stated maturity
or upon acceleration thereof, after the expiration of all applicable grace
periods and extensions, and such indebtedness is not discharged, or such
acceleration is not rescinded or annulled.

      


      (viii)  Any
Transaction Document or any material term thereof shall cease to be, or be
asserted by Issuer not to be, a legal, valid and binding obligation of Issuer
enforceable in accordance with its terms.

      


      (ix)  The
issuance of the Note is prohibited by any governmental authority in the Peoples’
Republic of China or any law or regulation promulgated by such
authority.

      


      (b)   Rights of Note Registered
Holder.

       

      (i)  In each
case where an Event of Default occurs in Section 1(a) above, the holders (the
“Majority Holders”) of a majority in principal amount of the Notes, by notice in
writing to Issuer (the “Acceleration Notice”), may, at
their option, declare the outstanding principal hereunder and all accrued and
unpaid interest hereon and thereon to be due and payable immediately, and upon
any such declaration the same shall become immediately due and
payable.

       

      (ii)  The
Company shall reimburse the Investor, on demand, for any and all costs and
expenses, including (but not limited to) reasonable attorney fees and court
costs, incurred by the Investor in collecting or otherwise enforcing
this Note or in attempting to do any of the foregoing.  During any
period in which an Event of Default has occurred and is continuing, Issuer shall
pay interest on the unpaid principal balance hereof at an aggregate rate per
annum equal to 24% per annum or the maximum rate permitted by applicable law,
whichever is lower.

       

      
        
          
          

        

        
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      (iii)  Nothing
in this Note shall be construed to modify, amend or limit in any way the right
of the Registered Holder of this Note to bring an action against the Company in
the event the Company fail to pay principal of or interest on this Note when
due.

      


      ARTICLE
2.

      Contingent
Right to Exchange Note for Common Stock

      


      (a)    Exchange Rights on
Maturity.  In the event that the Company fails to pay all or
part of  the principal amount of this Note on the stated maturity
date, the Registered Holder shall have the right, but not the obligation,
exercisable commencing on the maturity of  this Note, whether upon
acceleration or on the stated maturity date, to exchange some or all of the
unpaid principal amount, plus accrued interest, for such number of shares of
Common Stock owned by Yunxia Ren (“Ms. Ren”) as is determined by dividing the
unpaid principal amount of this Note by the Exchange Price, as hereinafter
defined.  As provided in the Purchase Agreement, Ms. Ren will deliver
to the Stock Escrow Agent concurrently with the execution of this Note, as
defined in the Purchase Agreement, 188,800 shares, such shares to be held
pursuant to an escrow agreement (the “Stock Escrow Agreement”) between the
initial Registered Holder of this Note, Ms. Ren, the Company and the escrow
agent named therein.

       

      (b)    Exercise of Exchange
Right.  The Registered Holder of this Note may exercise the
exchange rights set forth in Section 2(a) of this Note by tendering this Note to
the Stock Escrow Agent at the address provided in the Stock Escrow Agreement
with the Exchange Notice form at the end of this Note completed and signed by
the Registered Holder, with a copy being sent to Ms. Ren at the address set
forth in Section 3(d) of this Note.  The principal amount being
exchanged shall be the lesser of the outstanding principal amount at the close
of business on the date of receipt by the Stock Escrow Agent of the exchange
notice by the Company or the amount specified in the exchange
notice.  Any payments made on account of principal of this Note which
are paid prior to 5:30 P.M., New York City time, on the date the Stock Escrow
Agent receives the executed Exchange Notice shall be treated as payments of
principal made prior to the effectiveness of the Exchange Notice.

       

      (c)    Right to Receive Common
Stock in Payment of Interest.  In the event that the Company
does not pay interest prior to the date that such failure becomes an Event of
Default, the Registered Holder of this Note shall have the right, but not the
obligation, exercisable commencing on the day after the failure to make such
interest payment becomes an Event of Default, to receive from Ms. Ren such
number of shares of Common Stock owned by Ms. Ren as is determined by dividing
the unpaid interest payment by the Exchange Price.  This right shall
be exercised by giving notice to the Stock Escrow Agent and Ms. Ren with the
Interest Share Notice form at the end of this Note completed and signed by the
Registered Holder.

       

      (d)    Delivery of Stock
Certificate.  The Stock Escrow Agent shall deliver any shares
Common Stock to be delivered to the Registered Holder pursuant to Section 2(a)
or 2(c) of this Note in accordance with the procedure set forth in the Stock
Escrow Agreement.

       

      (e)    Exchange
Price.  The Exchange Price shall mean $0.50 per share of Common
Stock, which price shall be subject to adjustment as follows.  In the
event that the Company shall, subsequent to the issuance of this Note, (i) pay a
dividend or make a distribution on its shares of Common Stock in shares of
Common Stock (ii) subdivide or reclassify its outstanding Common Stock into a
greater number of shares, or (iii) combine or reclassify its outstanding Common
Stock into a smaller number of shares or otherwise effect a reverse split, the
Exchange Price in effect at the time of the record date for such dividend or
distribution or the effective date of such subdivision shall be proportionately
adjusted to reflect such transaction. A similar adjustment shall be made in the
event of a merger or consolidation of the Company into another corporation or
entity.

       

      
        
          
          

        

        
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      (f)    Representation by Ms.
Ren.  Ms. Ren, by signing this Note on the signature page, confirms
her agreement to deliver the shares of Common Stock as provided by this Article
2.

       

      (g)    Notice to the
Company.  An executed copy of any Exchange Notice or Interest
Share Notice shall be delivered to the Company and its counsel as provided in
Section 3(d) of this Note.

      


      ARTICLE
3.

      Miscellaneous

      


      (a)    Transferability.  No
transfer of this Note shall be effective unless such transfer is made in
compliance with all applicable Federal and state securities laws and the
Registered Holder shall provide to the Company an opinion of counsel, which
counsel and opinion shall be reasonably acceptable to the Company, as to the
exemption from the registration requirements of the Securities Act of 1933, as
amended, and applicable state securities laws.  The Company shall be
entitled to treat as the owner of this Note only the person shown as the
Registered Holder on its books and records, regardless of whether the Company
has any contrary knowledge.

       

      (b)    Right of
Prepayment.  The Company may, at its election, prepay the Note
in whole at any time or in part from time to time on not less than five (5)
days’ written notice (the “Prepayment Notice”).  In addition to the
right to make a prepayment by a payment to the Registered Holder, if the
Registered Holder is the holder of warrants issued  by the Company,
the Company may effect a prepayment of principal or interest by applying as a
credit to the exercise price of any warrants exercised by the Registered Holder,
thereby reducing the amount of the cash payment of those warrants exercised by
the Registered Holder, with each such credit being applied first to accrued
interest and thereafter to the principal of the Note.

      


      (c)    WAIVER OF TRIAL BY
JURY.  IN ANY LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS NOTE,
THE COMPANY AND, BY THE ACCEPTANCE OF THIS NOTE, THE REGISTERED HOLDER, WAIVE
TRIAL BY JURY.

      


      (d)    Notice.  Notice
to the Company and Ms. Ren shall be given to the Company or Ms. Ren at China
Wind Systems, Inc., No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District,
Wuxi City, Jiangsu Province, People’s Republic of China, with a copy to
Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd floor,
New York, New York 10006, Attention Asher S. Levitsky P.C., telecopier: (212)
930-9725, e-mail: alevitsky@srff.com or
to such other address as the Company or Ms. Ren may, from time to time, advise
the Registered Holder of this Note.  Notice to the Registered Holder
shall be to the address and to the attention of the person shown on the
Company’s records.

      


      (e)    Governing
Law.  This Note shall be governed and construed in accordance
with the laws of the State of New York applicable to agreements executed and to
be performed wholly within such State, without regard to any principles of
conflicts of law.  The Company and, by acceptance of this Note, the
Registered Holder, hereby (i) irrevocably consents and agrees that any legal
action or proceeding arising under or in connection with this Note may be
brought in the federal or state courts located in the County of New York in the
State of New York, (ii) by execution and delivery of this Agreement, irrevocably
submits to and accepts the jurisdiction of said courts, (iii) waives any defense
that such court is not a convenient forum, and (iv) consent that any service of
process  may be made (x) in the manner set forth in Section 3(d) of
this Note (other than by telecopier or e-mail), or (y) by any other method of
service permitted by law.

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the Company has executed this Note on the date and year first
aforesaid.

       

      
        
          	 	CHINA
      WIND SYSTEMS, INC.	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Jianhua Wu         	 
	 	 	Jianhua Wu,
      CEO 	 


        

         

      

      Yunxia
Ren, individually, hereby agrees to be bound by the provisions of Article 2 the
foregoing Note.

      


      


      /s/ Yunxia Ren                                                              

      Yunxia
Ren

       

      
        
          
          

        

        
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      Exchange
Notice

      


      


      To:  Jianhua Wu:

      


      Pursuant
to the 12% Promissory Note due January    , 2011 (the
“Note”) issued by China Wind Systems, Inc. (the “Company”), the undersigned
hereby irrevocably transfers to Jianhua Wu in the unpaid principal amount of
$______________ of the Note pursuant to Article 2 of the Note, in exchange for
which you will deliver to the undersigned                         shares
(the “Shares”) of Common Stock (“Common Stock”), par value $0.001 per share, of
the Company as provided in the Note.

      


      The
undersigned represents to you and to the Company that the undersigned (i) is an
accredited investor as defined in Rule 501 of the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended
(the “Securities Act”), (ii) is acquiring the Shares for investment and not with
a view to the sale or distribution thereof, but without prejudice to any rights
the undersigned may have to sell the Shares pursuant to Rule 144 of the
Commission, (iii) understands that the Shares are restricted securities, as
defined in said Rule 144, that you are an affiliate of the Company, that the
undersigned may not sell the Shares except pursuant to an exemption from the
registration requirements of the Securities Act, and that the certificate for
the Shares will bear the Company’s standard investment legend.

      


       

       

      
        	
                Dated:              

              	
                Name
      of Note Registered Holder:

              
	 
      	 
      
	 
      	
                (Print)                          

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:                            

              
	 
      	 
      
	 
      	
                Name:                          

              
	 
      	 
      
	 
      	
                Title:                           

              
	 
      	 
      
	 
      	
                Signature
      must conform in all respects to name of the Registered Holder as specified
      on the books and records of the
Company

              


      

    

     

    
      
        
        

      

      
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      Interest
Share Notice

      


      


      To:  Jianhua Wu:

      


      In
accordance with the Note, the undersigned hereby gives notice that China Wind
Systems, Inc., (the “Company”) has failed to pay the interest installment in the
amount of $  which was due
on  , and
that, pursuant to Section 2(c) of the Company’s 12% Promissory Note due
January   , 2011 (the “Note”), the undersigned demands delivery
from Jianhua Wu of   shares (the
“Shares”) of the Company’s Common Stock (“Common Stock”), par value $0.001
per share, as provided in the Note.

      


      The
undersigned represents to you and to the Company that the undersigned (i) is an
accredited investor as defined in Rule 501 of the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended
(the “Securities Act”), (ii) is acquiring the Shares for investment and not with
a view to the sale or distribution thereof, but without prejudice to any rights
the undersigned may have to sell the Shares pursuant to Rule 144 of the
Commission, (iii) understands that the Shares are restricted securities, as
defined in said Rule 144, that you are an affiliate of the Company, that the
undersigned may not sell the Shares except pursuant to an exemption from the
registration requirements of the Securities Act, and that the certificate for
the Shares will bear the Company’s standard investment legend.

      


      
         

         

        
          	
                  Dated:              

                	
                  Name
      of Note Registered Holder:

                
	 
      	 
      
	 
      	
                  (Print)                          

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:                            

                
	 
      	 
      
	 
      	
                  Name:                          

                
	 
      	 
      
	 
      	
                  Title:                           

                
	 
      	 
      
	 
      	
                  Signature
      must conform in all respects to name of the Registered Holder as specified
      on the books and records of the
Company

                


        

         

        
          
            
            

          

          
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