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EXHIBIT 10.2 FORM OF CONVERTIBLE NOTE

Convertible Promissory Note

EXHIBIT 10.2 FORM OF CONVERTIBLE NOTE | Document Parties: SAVE THE WORLD AIR INC | MORALE ORCHARDS, LLC You are currently viewing:
This Convertible Promissory Note involves

SAVE THE WORLD AIR INC | MORALE ORCHARDS, LLC

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Title: EXHIBIT 10.2 FORM OF CONVERTIBLE NOTE
Governing Law: California     Date: 12/11/2006

EXHIBIT 10.2 FORM OF CONVERTIBLE NOTE, Parties: save the world air inc , morale orchards  llc
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Exhibit 10.2

FORM OF CONVERTIBLE NOTE

THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.

 

 

 

 

 

 

 

 

$612,500.00

 

 

“Issuance Date”

     FOR VALUE RECEIVED, SAVE THE WORLD AIR, INC. , a corporation organized under the laws of the state of Nevada (the “Company”), promises to pay to the order of “Investor”, as that term is defined on the Acknowledgement and Acceptance page of this Note (hereafter, together with any subsequent holder hereof, called “Holder”), at “Investor’s Address”, as that term is set forth on such page or at such other place as Holder may direct, the “Subscription Amount”, noted above (the “Loan”), payable in full on the first anniversary of the date hereof (the “Maturity Date”).

     The Company agrees to make payments to the order of the Holder in an amount equal to $3,750 per month on the 1 st day of each calendar month hereunder commencing on the 1 st day of January, 2007 and continuing on the first day of each calendar month thereafter until the Maturity Date, at which time all sums outstanding and unpaid hereunder shall be due and payable in full. If this Note is not paid in full on or prior to the Maturity Date the remaining balance shall be increased by 10% as an initial penalty, and the Company shall pay 2.5% per month, compounded daily and prorated for partial months, for each month until all sums due hereunder are paid in full.

     Payments of both principal and interest will be made in immediately available funds in lawful money of the United States of America to the Holder at the Investor’s Address.

     The Note is subject to the following additional provisions:

     1. The Company shall be entitled to withhold from all payments of principal and/or interest of this Note any amounts required to be withheld under the applicable provisions of the U.S. Internal Revenue Code of 1986, as amended, or other applicable laws at the time of such payments.

 


 

     2. This Note has been issued subject to representations, warranties and covenants of the original Holder hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended, and applicable state and other securities laws.. Prior to the due presentment for such transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s Note register as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. The transferee shall be bound, as the original Holder by the same representations and terms described herein and under the Agreement.

     3. The Holder or Company may, at such Holder’s option, at any time on or after the 90 th day prior to the Maturity Date convert the principal amount of this Note or any portion thereof, and any interest accrued and unpaid thereon (the “Conversion Amount”), into a number shares of fully paid and nonassessable Common Stock of the Company (the “Conversion Shares”) pursuant to the following formula: the Conversion Amount divided by                      (as the same may be adjusted from time to time pursuant to the provisions of this Note, the “Conversion Price”). The Holder may exercise the right to convert all or any portion of the Conversion Amount by delivering to the Company (i) an executed and completed notice of conversion in the form attached to this Note (the “Notice of Conversion”) to the Company and (ii) this Note. The business day on which a Notice of Conversion and this Note are delivered to the Company in accordance with the provisions hereof shall be deemed a “Conversion Date”. The Company will transmit the certificates representing Conversion Shares issuable upon such conversion of this Note (together with the certificates representing the amount of this Note not so converted) to the Holder via express courier within ten Business Days after the Conversion Date. No fractional shares shall be issued upon conversion of this Note. The amount of any of the Conversion Amount which is less than a whole share of Common Stock shall be paid to the Holder in cash. The conversion of this Note may require that the Company amend its charter to increase the number of common shares authorized and therefore, the conversion may not take place prior to the Company’s completion of that process. Any delay due to such circumstance shall not be an event of default under this Note. Company shall promptly take action to affect such amendments to its charter.

     4. The principal amount of this Note, and any accrued interest thereon, shall be reduced as per that principal amount indicated on the Notice of Conversion upon the proper receipt by the Holder of such Conversion Shares due upon such Notice of Conversion.

     5. The number of Conversion Shares shall be adjusted as follows:

          a. If the Company shall at any time after the Issuance Date subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, the number of Conversion Shares in effect immediately prior to such subdivision shall be proportionately increased, and conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the

 


 

Conversion Price in effect immediately prior to such combination shall be proportionately reduced.

          b. If the Company shall at any time or from time to time after the Issuance Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Commo


 
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