EXHIBIT
10.3
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.
|
No.
XXXXX
|
January __, 2009
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SAVE THE WORLD AIR,
INC.
WARRANT TO PURCHASE COMMON
STOCK
VOID AFTER 5:00 P.M. P.S.T. ON
____________,___, 2011
THIS CERTIFIES that, for the value received, the
holder identified on the last page of this Warrant (the "Holder")
is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after the date of this
Warrant and on or prior to 5:00 p.m. P.S.T. on the second
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 ____
XXXX _____ shares of the Company's Common Stock (the
"Shares") at a purchase price per share equal to $0.50 (the
"Exercise Price").
1. Exercise of
Warrant.
(a) The purchase rights represented by this
Warrant are exercisable by the Holder, in whole or in part, at any
time after the date of this Warrant 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 Morgan Hill, 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 to the Holder, in lie
