FORM OF SPRING 2007 WARRANTS
Published on October 9, 2007
Exhibit
99.3
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.
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No.
__XXXXX___
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September
___, 2007
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SAVE
THE WORLD AIR, INC.
WARRANT
TO PURCHASE COMMON STOCK
VOID
AFTER 5:00 P.M. P.S.T. ON September ___, 2009
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 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.
1
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 lieu thereof, a new Warrant
in
substantially identical form and dated as of such cancellation.
6.
Saturdays, Sundays, Holidays, etc. 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.
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7.
Merger, Reclassification, etc.
(a)
Merger, etc. If at any time the Company proposes (A) the acquisition of
the Company by another entity by means of any transaction or series of related
transactions (including, without limitation, any reorganization, merger,
consolidation or stock issuance) that results in the transfer of fifty percent
(50%) or more of the then outstanding voting power of the Company; or (B) a
sale
of all or substantially all of the assets of the Company, then the Company
shall
give the Holder ten (10) days notice of the proposed effective date of the
transaction. If, in the case of such acquisition of the Company, and the Warrant
has not been exercised by the effective date of the transaction, this Warrant
shall be exercisable into the kind and number of shares of stock or other
securities or property of the Company or of the entity resulting from such
merger or acquisition to which such Holder would have been entitled if
immediately prior to such acquisition or merger, it had exercised this Warrant.
The provisions of this Section 7(a) shall similarly apply to successive
consolidations, mergers, sales or conveyances.
(b)
Reclassification, etc. If the Company at any time shall, by subdivision,
combination or reclassification of securities or otherwise, change any of the
securities to which purchase rights under this Warrant exist into the same
or a
different number of securities of any class or classes, this Warrant shall
thereafter be to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the securities which
were
subject to the purchase rights under this Warrant immediately prior to such
subdivision, combination, reclassification or other change. If the Shares are
subdivided or combined into a greater or smaller number of Shares, the Exercise
Price under this Warrant shall be proportionately reduced in case of subdivision
of shares or proportionately increased in the case of combination of shares,
in
both cases by the ratio which the total number of Shares to be outstanding
immediately after such event bears to the total number of Shares outstanding
immediately prior to such event.
(c)
Cash Distributions. No adjustment on account of cash dividends or
interest on the Shares or other securities purchasable hereunder will be made
to
the Exercise Price under this Warrant.
8.
Restrictions on Transfer.
(a)
Restrictions on Transfer of Shares. In no event will the Holder make a
disposition of this Warrant or the Shares unless and until, if requested by
the
Company, it shall have furnished the Company with an opinion of counsel
satisfactory to the Company and its counsel to the effect that appropriate
action necessary for compliance with the Securities Act of 1933, as amended
(the
"Act") relating to sale of an unregistered security has been taken.
Notwithstanding the foregoing, the restrictions imposed upon the transferability
of the Shares shall terminate as to any particular Share when (i) such security
shall have been sold without registration in compliance with Rule 144 under
the
Act, or (ii) a letter shall have been issued to the Holder at its request by
the
staff of the Securities and Exchange Commission or a ruling shall have been
issued to the Holder at its request by such Commission stating that no action
shall be recommended by such staff or taken by such Commission, as the case
may
be, if such security is transferred without registration under the Act in
accordance with the conditions set forth in such letter or ruling and such
letter or ruling specifies that no subsequent restrictions on transfer are
required, or (iii) such security shall have been registered under the Act and
sold by the Holder thereof in accordance with such registration.
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(b)
Subject to the provisions of Section 8(a) hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of the Warrant
with a properly executed assignment at the principal office of the
Company.
(c)
Restrictive Legends. The stock certificates representing the Shares and
any securities of the Company issued with respect thereto shall be imprinted
with legends restricting transfer except in compliance with the terms hereof
and
with applicable federal and state securities laws.
9.
Miscellaneous.
(a)
Governing Law. This Warrant 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)
Restrictions. The Holder acknowledges that the Shares acquired upon the
exercise of this Warrant may have restrictions upon its resale imposed by state
and federal securities laws.
(c)
Waivers Strictly Construed. 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.
[remainder
of page intentionally left blank]
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(d)
Complete Agreement and Modifications. This Warrant constitutes the
Company's and Holder's entire agreement with respect to the subject matter
hereof and supersedes all agreements, representations, warranties, statements,
promises and understandings, whether oral or written, with respect to the
subject matter hereof. This Warrant may not be amended, altered or modified
except by a writing signed by the Company and the Holder of this
Warrant.
IN
WITNESS WHEREOF, SAVE THE WORLD AIR, INC. has caused this Warrant to be executed
by its duly authorized representative dated as of the date first set forth
above.
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SAVE
THE WORLD AIR, INC.
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235
Tennant Avenue
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Morgan
Hill, CA 95037
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By:
____SPECIMEN________
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Name:
Charles R. Blum
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Title:
Chief Executive Officer
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5
NOTICE
OF EXERCISE
TO: SAVE
THE WORLD AIR, INC., a Nevada corporation
(1) The
undersigned hereby elects to purchase ______________shares of Common Stock
(the
"Shares") of Save the World Air, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price in full, together
with all applicable transfer taxes, if any.
(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 he is an “accredited investor” as defined by Rule
501(a) under the Securities Act of 1933, as amended, at the time of execution
of
this Notice.
(4) 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.
(5) The
undersigned accepts such Shares subject to the restrictions on transfer set
forth in the attached Warrant.
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Date:_____________________
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________________________
(Signature)
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________________________
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(Print
Name)
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