Attached files

file filename
EX-14 - CODE OF ETHICS - Ciralight Global, Inc.ex14.txt
EX-21 - SUBSIDIARIES - Ciralight Global, Inc.ex21.txt
EX-5.1 - OPINION & CONSENT OF COUNSEL - Ciralight Global, Inc.ex5-1.txt
EX-4.4 - CONVERTIBLE NOTE - Ciralight Global, Inc.ex4-4.txt
EX-4.2 - CERTIFICATE OF DESIGNATION - Ciralight Global, Inc.ex4-2.txt
EX-4.5 - CONVERTIBLE NOTE - Ciralight Global, Inc.ex4-5.txt
EX-4.6 - SPECIMAN STOCK SUBSCRIPTION AGREEMENT - Ciralight Global, Inc.ex4-6.txt
EX-3.2 - BYLAWS - Ciralight Global, Inc.ex3-2.txt
EX-3.1.3 - CERTIFICATE OF AMENDMENT - Ciralight Global, Inc.ex3-13.txt
EX-10.6 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc.ex10-6.txt
EX-10.8 - PROMISSORY NOTE - Ciralight Global, Inc.ex10-8.txt
EX-10.5 - NON-EXCLUSIVE DEALER DIST. AGREEMENT - Ciralight Global, Inc.ex10-5.txt
EX-3.1.2 - CERTIFICATE OF AMENDMENT - Ciralight Global, Inc.ex3-12.txt
EX-3.1.1 - ARTICLES OF INCORPORATION - Ciralight Global, Inc.ex3-11.txt
EX-23.2 - CONSENT OF ACCOUNTANTS - Ciralight Global, Inc.ex23-2.txt
EX-10.3 - ASSIGNMENT OF PATENTS - Ciralight Global, Inc.ex10-3.txt
EX-10.9 - FINANCIAL CONSULTING AGREEMENT - Ciralight Global, Inc.ex10-9.txt
EX-23.3 - CONSENT OF ACCOUNTANTS - Ciralight Global, Inc.ex23-3.txt
EX-10.2 - AMENDMENT TO EXCHANGE AGREEMENT - Ciralight Global, Inc.ex10-2.txt
EX-10.7 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc.ex10-7.txt
EX-10.1 - EXCHANGE AGREEMENT - Ciralight Global, Inc.ex10-1.txt
EX-10.10 - REPLACEMENT PROMISSORY NOTE - Ciralight Global, Inc.ex10-10.txt
S-1 - FORM S-1 OF CIRALIGHT GLOBAL, INC. - Ciralight Global, Inc.g3802.txt
EX-10.4 - NON-EXCLUSIVE DEALER AGREEMENT - Ciralight Global, Inc.ex10-4.txt

                                                                     Exhibit 4.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.

                             CIRALIGHT GLOBAL, INC.

                  Prime Rate Plus 2% CONVERTIBLE NOTE DUE 2012

$250,000.00                                                    December 15, 2009

1. Principal and Interest. CIRALIGHT GLOBAL, INC., a corporation duly organized
and existing under the laws of the State of Nevada ("Company"), for value
received, hereby promises to pay to the order of George Adams, Sr., or any
successor in interest registered on the books of the Company ("Holder"), in
lawful money of the United States at the address of the Holder set forth below,
the principal sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00)
on December 15, 2012 ("Maturity Date") (unless earlier converted into shares of
Common Stock (as hereinafter defined, as described in Section 2), together with
simple interest from the date hereof, computed on the basis of a 360-day year of
twelve 30-day months in arrears from the date of original issuance hereof or for
the most recent date to which interest has been paid or duly provided for, on
December 15, 2012, at the rate of Wall Street Journal Prime Rate per annum until
the principal hereof is paid or made available for payment.

Upon payment in full of all principal and interest payable hereunder or
conversion as provided in Section 2, this Note shall be surrendered to the
Company for cancellation.

2. Conversion.

     (a) Holder's Right to Convert. Subject to and upon compliance with the
provisions of this Section 2, the Holder of this Note shall be entitled, at his
option, to convert the entire principal amount of this Note into shares of the
Company's common stock ("Common Stock") at the conversion price ("Conversion
Price") of $.25 for each share of Common Stock (appropriately adjusted for any
combination, consolidation, stock split or other recapitalization).

                                       1

(b) Automatic Conversion. This Note shall be automatically converted into shares of Common Stock at the Conversion Price immediately upon the closing of a merger with or into any other corporation, or a reorganization, or a sale or conveyance of all or substantially all of its assets to any other entity in a transaction in which the stockholders of the Company immediately before the transaction own immediately after the transaction less than a majority of the outstanding voting securities of the surviving entity (or its parent). (c) Mechanics of Conversion. Before any Holder of this Note shall be entitled to convert the same into shares of Common Stock, he shall surrender this Note at the office of the Company or of any transfer or conversion agent for this Note and shall deliver the conversion notice to the Company (which shall be irrevocable) at such office that he elects to convert the same. If so required by the Company, this Note and the Conversion Notice shall also be accompanied by proper assignments thereof to the Company or in blank for transfer and any requisite federal and state transfer taxes. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such Holder of this Note certificate(s) for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid and a check or cash in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of this Note to be converted. (d) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of this Note such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion in full of this Note; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion in full of this Note, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. (e) No Rights as Stockholder. This Note does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the conversion hereof. 3. Place of Payment. All payments due to the Holder hereunder shall be paid to the Holder at the address which the Holder shall have given written notice to the Company. 4. Events of Default and Remedies. If any of the following events of default (individually, an "Event of Default") shall occur for any reason whatsoever (and whether it shall be voluntary of involuntary or occur or be affected by operation of law or otherwise): 2
(a) The Company fails to make payment when due of any principal or interest payable under this Note, and such failure continues for a period of ten days after written notice that such payment is due and unpaid; (b) The Company defaults in the observance or performance of any material agreement or condition under this Note, and such default continues for a period of 30 days after written notice or such default is given to the Company by the Holder. (c) Any representation or warranty made by the Company to Holder or Holder's representative(s) shall prove to have been false in any material respect on the date when made; (d) The Company shall default under any material agreement for borrowed money which causes the other party thereto to accelerate such obligation; (e) The Company shall: (i) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or insolvency law of any jurisdiction; (ii) make an assignment for the benefit of its creditors; (iii) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; (iv) be adjudicated insolvent or be liquidated; or (v) take appropriate action for the purpose of any of the foregoing; or (f) A court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any substantial amount of its properties, or if an order for relief with respect to the Company shall be entered in any case of proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up of liquidation of the Company, of if any petition for any such relief shall be filed against the Company, and such order or petition shall not be dismissed or stayed within 70 days after the date of such filing, then automatically upon the occurrence of such Event of Default the entire unpaid principal amount of, and the unpaid accrued interest on this Note shall become immediately due and payable. 5. Additional Remedies. If any Event of Default hereunder shall have occurred, the Holder may proceed to protect and enforce its rights under this Note by exercising such remedies as are available to it in respect thereof under the terms of this Note or applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any agreement contained in this Note or in aid of the exercise of any power granted in this Note. No remedy is intended to be exclusive and each such remedy shall be cumulative. 3
6. Attorney Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal and interest payable hereunder, reasonable attorneys' fees and costs incurred by the Holder. 7. Notice. All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed to the Holder at its address as shown on the books of the Company or to the Company at 2603 Main Street, Suite 1150, Irvine, CA 92614, Attention: Randall Letcavage, President. Each such notice, report or other communication shall for all purposes under this Note be treated as effective or having been given when delivered, if delivered personally or, if sent by mail, at the earlier of its receipt or five days after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by telecopier with written confirmation, at the earlier of: (i) 24 hours after confirmation transmission by the sending telecopier machine; or (ii) delivery of written confirmation. 9. Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. IN WITNESS WHEREOF, and intending to be legally bound hereby, the Company has caused this Note to be executed and delivered by its proper and duly authorized officers as of the date first above written. CIRALIGHT GLOBAL, INC. By: /s/ Randall Letcavage ---------------------------------------- Randall Letcavage, President