FORM OF STOCK PURCHASE
WARRANT
THIS WARRANT
AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE
AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS SET FORTH
HEREIN.
WARRANT TO PURCHASE COMMON
STOCK
VOID AFTER 5:00 P.M. P.S.T. ON
, 2011
THIS CERTIFIES
that, for the value received, MORALE ORCHARDS, LLC (the
“Holder”) is entitled, upon the terms and subject to
the conditions hereinafter set forth, at any time on or after 180
days following the date of this Warrant and on or prior to 5:00
p.m. P.S.T. on the fifth anniversary of the date of this Warrant
(the “Expiration Time”), but not thereafter, to
subscribe for and purchase, from SAVE THE WORLD AIR, INC., a Nevada
corporation (the “Company”), up to
(
) shares of the Company’s Common Stock (the
“Shares”) at a purchase price per share equal to $
(the “Exercise Price”).
(a) The
purchase rights represented by this Warrant are exercisable by the
Holder, in whole or in part, at any time after the date hereof and
before the Expiration Time by the surrender of this Warrant and the
Notice of Exercise annexed hereto duly executed at the office of
the Company, in North Hollywood, California (or such other office
or agency of the Company as it may designate by notice in writing
to the Holder at the address of the Holder appearing on the books
of the Company), and upon payment of an amount equal to the
aggregate Exercise Price for the number of Shares thereby purchased
(by cash or by check or certified bank check payable to the order
of the Company in an amount equal to the purchase price of the
shares thereby purchased); whereupon the Holder shall be entitled
to receive a stock certificate representing the number of Shares so
purchased. The Company agrees that if at the time of the
surrender
of this Warrant
and purchase of the Shares, the Holder shall be entitled to
exercise this Warrant, the Shares so purchased 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 date on which this
Warrant shall have been exercised as aforesaid.
Upon
partial exercise of this Warrant, the Holder shall be entitled to
receive from the Company a new Warrant in substantially identical
form for the purchase of that number of Shares as to which this
Warrant shall not have been exercised. Certificates for Shares
purchased hereunder shall be delivered to the Holder within a
reasonable time after the date on which this Warrant shall have
been exercised as aforesaid.
2. No
Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of
this Warrant. With respect to any fraction of a share called for
upon the exercise of this Warrant, an amount equal to such fraction
multiplied by the then current fair market value at which each
Share may be purchased hereunder shall be paid in cash to the
Holder.
(a) For
purposes of this Section 2, the fair market value of the
Shares shall mean the average closing price of a share of the
Company’s Common Stock on a national stock exchange on which
the Common Stock is listed at the time of exercise on the last
business day prior to the date of exercise of this Warrant pursuant
to Section l or, if the Company’s Common Stock is not so
listed, the fair market value of the Common Stock (without regard
to the restrictions on transfer or number of Shares) as determined
in good faith by the Company’s Board of Directors.
3.
Charges, Taxes and Expenses. The Holder shall pay all issue
and transfer taxes and other incidental expenses in respect of the
issuance of certificates for Shares upon the exercise of this
Warrant, and such certificates shall be issued in the name of the
Holder of this Warrant.
4. No
Rights as a Stockholder. This Warrant does not entitle the
Holder to any voting rights or other rights as a stockholder of the
Company prior to the exercise hereof.
5. Loss,
Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in case of
loss, theft or destruction of this Warrant, 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 Warrant, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, the
Company will make and deliver
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