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.
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$612,500.00
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“Issuance
Date”
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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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