Exhibit 10.2


 


IN MAKING AN INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER OF THE SECURITIES THAT ARE REFERRED TO HEREIN, INCLUDING THE MERITS AND RISKS
INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY OFFERING MATERIALS OR
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


 


THE SECURITIES REFERRED TO HEREIN ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


EUROSITE
POWER INC.


 


Convertible Note Conversion Agreement


 


October [__], 2014


 


EuroSite Power Inc.


45 First Avenue


Waltham, MA 02451


 


Ladies and Gentlemen:


 


1.                 
Background. The undersigned investor (the “Investor”) is the owner
of convertible notes of EuroSite Power Inc. (“EUSP”) in the aggregate principal amount set forth on the signature
page. Investors executing an agreement similar to this one are referred to as the “Investors.” The aforesaid
convertible notes of EUSP are referred to herein as the “EUSP Notes.” Interest accrued and unpaid on the EUSP
Notes, together with the balance of interest payable through the next interest payment date of the EUSP Notes (“Current
Interest”), is set forth on the signature page. 


 


The Investor has agreed
to convert the entire amount of the principal, Current Interest and Future Interest on the EUSP Notes owned by the Investor into
newly issued EUSP Shares, with the aggregate amount of principal and interest being converted at a conversion price of $0.50 per
EUSP Share, as set forth on the signature page.


 


2.                 
Conversion of EUSP Notes. 


 


a.                  
Conversion. Each Investor hereby converts the entire principal, Accrued Interest and
Future Interest on the EUSP Notes owned by it into newly issued EUSP Shares at a purchase price per share of $0.50. 


 


b.                 
Deliveries. As soon as practical after the execution of this agreement by all parties,
each Investor agrees to deliver to EUSP for cancellation all of the EUSP Notes owned by it. Upon delivery of the EUSP Notes held
by the Investor, EUSP agrees to issue to the Investor the EUSP Shares to be issued on the conversion of the EUSP Notes. 


 






    	 



    	 



    

 


3.                 
Representations and Warranties. 


 


a.                  
EUSP. EUSP hereby confirms that its representations, warranties and agreements in the
subscription agreement and other documents pursuant to which the original EUSP Notes were issued continue to be true and correct
as if made on the date hereof and as if made with respect to the securities being issued pursuant hereto, except that with respect
to such representations and warranties that speak as of a particular date, no material adverse change has occurred making such
representations and warranties untrue or incorrect in any material respect as of the date hereof. 


 


b.                 
The Investor. The Investor hereby confirms that the Investor’s representations,
warranties and agreements in the subscription agreement and other documents pursuant to which the Investor purchased its EUSP Notes
are true and correct as of the date hereof. Without limiting the foregoing, the Investor represents and warrants that the Investor
is an accredited investor, as such term is defined in the regulations under the Securities Act of 1933, as amended.


 


4.                 
Expenses. Each party hereto shall each bear its own expenses incurred in connection
with this transaction. 


 


5.                 
Miscellaneous.


 


a.                  
Notices. When any notice is required or authorized hereunder, such notice shall be
given in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent
by confirmed electronic mail if sent during normal business hours of the recipient, and if not sent during normal business hours,
then on the next business day so long as receipt is confirmed, (iii) five days after having been sent by registered or certified
mail (or regular mail if registered or certified mail is unavailable in the country of the recipient), (iv) if sent within the
U.S., one business day after deposit with a recognized overnight courier, specifying next business day delivery, with written verification
of receipt or (v) if sent from the U.S. to an address outside the U.S. or if sent from outside the U.S. to an address within the
U.S., five business days after deposit with an internationally recognized courier service specifying that delivery be made within
five business days with written verification of receipt. All notices and other communications shall be sent if sent to the Investor,
to the business address or email address of the Investor set forth on the signature page to this Agreement, as it may subsequently
change by notice from the Investor; and


 


	If to EuroSite, to:	EuroSite Power Inc.
	 	45 First Avenue
	 	Waltham, MA 02451
	 	Attention:  Chief Financial Officer
	 	Email: gabriel.parmese@americandg.com
	 	 
	With a copy to:	Sullivan & Worcester LLP
	 	One Post Office Square
	 	Boston, MA 02109
	 	Attention: Edwin L. Miller, Jr.
	 	Email: emiller@sandw.com


 


Such notices or communications
shall be effective when received. If a notice or communication to Investor is sent in the manner provided above, it is duly given,
whether or not the addressee receives it. EuroSite by notice to the Investor may designate additional or different addresses for
subsequent notices or communications.


 


b.                 
Successors and Assigns. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assignees of the Investor.


 






    	 



    	 



    

 


c.                  
Choice of Law. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York and, to the extent it involves any United States federal statute or regulations, in
accordance therewith.


 


d.                 
Consent to Jurisdiction. The parties hereby consent and submit to the exclusive jurisdiction
of the state and federal courts in New York City with respect to all disputes arising in connection with this transaction.


 


e.                  
Survival of Representations. The parties agree that all of the warranties, representations,
acknowledgments, confirmations, covenants and promises made in this Agreement shall survive its execution and delivery.


 


f.                  
Counterparts. This Agreement may be executed in any number of counterparts each of
which shall be deemed an original and which, taken together, shall form one and the same agreement. Execution and delivery of this
Agreement may be evidenced by a scan/.pdf of the executed document sent by email.


 


g.                 
Integration. This Agreement is the complete and exclusive agreement between the parties
with regard to the subject matter hereof and supersedes any and all prior discussions, negotiations and memoranda related hereto.


 


_________________


 


(Signature page immediately follows.)


 






    	 



    	 



    

 


The undersigned Investor and EUSP hereby
execute this Convertible Note Conversion Agreement as of the date first set forth above.


 


	 	 	 
	é Amount of Convertible EUSP Notes being converted into newly issued EUSP Shares at $0.50 per share 	 	é Investor’s name
	 	 	 
	 	 	 
	é Amount of Future
Interest on EUSP Notes being converted into newly issued EUSP Shares at $0.50 per share	 	é Investor’s
signature
	 	 	 
	 	 	 
	 	 	Business address of the Investor ê
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Email address of Investor ê
	 	 	 
	 	 	 
	 	 	AGREED:
	 	 	 
	 	 	EUROSITE POWER INC. 
	 	 	 
	 	 	By: