stwa_8k-ex1002.htm


    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.

    


     

    
      	$     xxxxxx     
      	      
              January
      __, 2009 

            


    

     (“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 Three
Months from the date hereof (the “Maturity Date”).  The Note will bear
interest at the rate of 10% per annum payable on the Maturity Date.

     

    If this
Note is not paid in full on or prior to the Maturity Date the remaining balance
shall be increased by 10% and the Company shall pay interest thereon at the rate
of 10% per annum 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 may, at such Holder’s option, at any time while any sums are outstanding
and unpaid hereunder, convert the then-outstanding principal amount of this Note
or any portion thereof, and any interest and any penalties 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 $__XXX__ (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.  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 Common Stock, then and in each such event the number of Conversion
Shares issuable upon conversion of this Note shall be proportionately increased;
provided, however, that if such record date is fixed and such dividend is not
fully paid, or if such distribution is not fully made on the date fixed
therefor, the number of Conversion Shares shall be recomputed to reflect that
such dividend was not fully paid or that such distribution was not fully
made.

     

    c.      If
Company 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 securities of Company other
than shares of Common Stock, then and in each such event provision shall be made
so that Holder shall receive upon exercise of the conversion right of this Note,
in addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of Company which Holder would have received had the
Conversion Amount of this Note been exercised on the date of such event and had
it thereafter, during the period from the date of such event to and including
the date of conversion or purchase, retained such securities receivable during
such period

    


    d      If
the Common Stock issuable upon the conversion of this Note or option to purchase
is changed into the same or a different number of shares of any class or classes
of stock, whether by recapitalization, reclassification or otherwise (other than
a transaction described elsewhere in Section 5 of this Note), then, and in any
such event, each Holder shall have the right thereafter, upon conversion of this
Note or purchase pursuant to option to receive the kind and amount of stock and
other securities and property receivable upon such reorganization or other
change, in an amount equal to the amount that Holder would have been entitled to
had it immediately prior to such reorganization, reclassification or change
converted this Note, but only to the extent this Note is actually converted, all
subject to further adjustment as provided herein.

     

    6. No
provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, upon an Event of Default (as defined
below), to pay the principal of, and interest on this Note at the place, time,
and rate, and in the coin or currency herein prescribed.

     

    7. Events of
Default.  Each of the following occurrences is hereby defined as an
“Event of Default”:

     

    
      	
               
      

            	
              Nonpayment.  The
      Company shall fail to make any payment of principal, interest, or other
      amounts payable hereunder when and as due;
or

            


    

     

    
      	
               
      

            	
              Dissolutions,
      etc.  The Company or any subsidiary shall fail to comply
      with any provision concerning its existence or any prohibition against
      dissolution, liquidation, merger, consolidation or sale of assets;
      or

            


    

     

    
      	
               
      

            	
              Noncompliance with
      this Agreement.  The Company shall fail to comply in any
      material respect with any provision hereof, which failure does not
      otherwise constitute an Event of Default;
or

            


    

     

    
      	
               
      

            	
              Insolvency.  The
      institution of bankruptcy, insolvency, reorganization or liquidation
      proceedings or other proceedings for relief under any bankruptcy law or
      any law for the relief of debtors shall be instituted by or against
      Company, which proceedings shall not have been vacated by appropriate
      court order within sixty (60) days of such
  institution.

            


    

     

    If one or
more "Events of Default" shall occur, then, or at any time thereafter, and in
each and every such case, unless such Event of Default shall have been waived in
writing by the Holder (which waiver shall not be deemed to be a waiver of any
subsequent default) or cured as provided herein, at the option of the Holder,
and in the Holder's sole discretion, the Holder may elect to consider this Note
(and all interest through such date) immediately due and payable. In order to so
elect, the Holder must deliver written notice of the election and the amount due
to the Company via certified mail, return receipt requested, at the Company’s
address as set forth herein (or any other address provided to the Holder), and
thereafter the Company shall have ten (10) business days upon receipt to cure
the Event of Default or pay this Note, or convert the amount due on the Note
pursuant to the conversion formula set forth above.

     


    
      
         


      

      
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    8.   In case
any provision of this Note is held by a court of competent jurisdiction to be
excessive in scope or otherwise invalid or unenforceable, such provision shall
be adjusted rather than voided, if possible, so that it is enforceable to the
maximum extent possible, and the validity and enforceability of the remaining
provisions of this Note will not in any way be affected or impaired
thereby.

     

    9.   This Note
does not entitle the Holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the conversion into Common Stock thereof,
except as provided by applicable law. If, however, at the time of the surrender
of this Note and conversion the Holder hereof shall be entitled to convert this
Note, the Conversion Shares so issued shall be and be deemed to be issued to
such holder as the record owner of such shares as of the close of business on
the Conversion Date.

     

    10.         The
Holder shall pay all issue and transfer taxes and other incidental expenses in
respect of the issuance of certificates for Conversion Shares upon the
conversion of this Note, and such certificates shall be issued in the name of
the Holder of this Note.

    


    11.         This
Note may be prepaid in whole or in part at any time or from time to time without
premium or penalty upon 10 days’ prior written notice from the Company to the
Holder.

    


    12.          Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Note, and in case of loss, theft or
destruction of this Note, upon delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of such Note, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, the
Company will make and deliver to the Holder, in lieu thereof, a new Note in
substantially identical form and dated as of such cancellation.

    


    13.           If
the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday or a Sunday or shall be a
legal holiday in the United States or the State of California, then such action
may be taken or such right may be exercised on the next succeeding business
day.

    


    14.           (a)           This
Note shall be governed by and construed in accordance with the laws of the State
of California applicable to contracts made and to be performed wholly within
such state.

    


    (b)           Except
as otherwise provided herein, any notice or demand which, by the provisions
hereof, is required or which may be given to or served upon the parties hereto
shall be in writing and, if by telegram, telecopy or telex, shall be deemed to
have been validly served, given or delivered when sent, if by personal delivery,
shall be deemed to have been validly served, given or delivered upon actual
delivery and, if mailed, shall be deemed to have been validly served, given or
delivered three (3) business days after deposit in the United States mails, as
registered or certified mail, with proper postage prepaid and addressed to the
party or parties to be notified.

    


    (c)           The
Holder acknowledges that the Conversion Shares acquired upon the exercise of
this Note may have restrictions upon its resale imposed by state and federal
securities laws.

    


    (d)           With
regard to any power, remedy or right provided herein or otherwise available to
any party hereunder (i) no waiver or extension of time shall be effective unless
expressly contained in a writing signed by the waiving party; and (ii) no
alteration, modification or impairment shall be implied by reason of any
previous waiver, extension of time, delay or omission in exercise, or other
indulgence.


    


    


    


    


    


    


    


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    (e)             This
Note may not be amended, altered or modified except by a writing signed by the
Company and the Holder.

     

    IN
WITNESS WHEREOF, the Company has caused this Convertible Note to be duly
executed by an officer thereunto duly authorized.

    


    SAVE
THE WORLD AIR, INC.

    


    


    By          
SPECIMEN                                  

    Name:   Charles
R. Blum

    Title:     Chief
Executive Officer

    


    


    ACKNOWLEDGED
AND ACCEPTED:

    


    


    _______________________________

    Investor
Name (Signature)

    


    


    _______________________________

    Print
Name

    


    


    


    


    _______________________________

    Investor
Address                                           

     

    



    
      
         


      

      
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    NOTICE OF EXERCISE OF
CONVERSION RIGHT

    


    TO:           SAVE
THE WORLD AIR, INC.

    


    (1)           The
undersigned hereby elects to convert $______________ of the attached Note into
______________ shares of Common Stock (the "Shares") of Save the World Air, Inc.
pursuant to the terms of the attached Note.

    


    (2)           Please
issue a certificate or certificates representing the Shares in the name of the
undersigned or in such other name as is specified below:

    


    _______________________________________

    
      (Print
Name)

      
         
Address:

      

    

    _______________________________________
_______________________________________

    _______________________________________

    


    (3)   The
undersigned confirms that the Shares are being acquired for the account of the
undersigned for investment only and not with a view to, or for resale in
connection with, the distribution thereof and that the undersigned has no
present intention of distributing or selling the Shares.

    


    (4)   The
undersigned accepts such shares subject to the restrictions on transfer set
forth in the attached Note.

    


     

    ____________________                                        
________________________________________

    (Date)                            
(Signature)

    


    


    ________________________________________

    (Print
Name)

     

     

     

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