EXHIBIT 10.8
PROMISSORY NOTE
$________________ Dated: ___________, 2006
_________________ (the "Maker") promises to pay to the order of
ChinaGrowth South Acquisition Corporation (the "Payee") the principal sum of
_________________ Dollars and _______ cents ($_________) in lawful money of the
United States of America, on the terms and conditions described below.
1. PRINCIPAL. The principal balance of this Note shall be repayable on the date
on which Payee establishes its bank account.
2. INTEREST. No interest shall accrue on the unpaid principal balance of this
Note.
3. APPLICATION OF PAYMENTS. All payments shall be applied first to payment in
full of any costs incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorney's fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.
4. EVENTS OF DEFAULT. The following shall constitute Events of Default:
(a) Failure to Make Required Payments. Failure by Maker to pay the
principal of this Note within five (5) business days following the date when
due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary
case under the Federal Bankruptcy Code, as now constituted or hereafter amended,
or any other applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief
by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under the Federal Bankruptcy Code, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part
of its property, or ordering the winding-up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.
5. REMEDIES.
(a) Upon the occurrence of an Event of Default specified in Section 4(a),
Payee may, by written notice to Maker, declare this Note to be due and payable,
whereupon the principal
amount of this Note, and all other amounts payable thereunder, shall become
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, anything contained herein
or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b)
and 4(c), the unpaid principal balance of, and all other sums payable with
regard to, this Note shall automatically and immediately become due and payable,
in all cases without any action on the part of Payee.
6. WAIVERS. Maker and all endorsers and guarantors of, and sureties for, this
Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in
any order desired by Payee.
7. UNCONDITIONAL LIABILITY. Maker hereby waives all notices in connection with
the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agree that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.
8. NOTICES. Any notice called for hereunder shall be deemed properly given if
(i) sent by certified mail, return receipt requested, (ii) personally delivered,
(iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by facsimile or (v) to the
following addresses or to such other address as either party may designate by
notice in accordance with this Section:
If to Payee:
ChinaGrowth South Acquisition Corporation
0000 Xxxxxxxx Xxxx, Xxxxxxxx
Shanghai Chemical Industry Park
Shanghai, China 201417
Attn.: Chief Executive Officer
If to Maker:
---------------------------------------------
c/o ChinaGrowth South Acquisition Corporation
0000 Xxxxxxxx Xxxx, Xxxxxxxx
Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxx 201417
Notice shall be deemed given on the earlier of (i) actual receipt
by the receiving party, (ii) the date shown on a facsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two
(2) Business Days following tender of delivery or dispatch by express mail or
delivery service.
9. CONSTRUCTION. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE DOMESTIC, INTERNAL LAW, BUT NOT THE LAW OF CONFLICT OF LAWS, OF THE STATE OF
NEW YORK.
10. SEVERABILITY. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed the day and year first above written.
________________________________________
By:_____________________________________
Name:
Title:
