FORM OF FALL 2007 WARRANTS
Published on December 20, 2007
EXHIBIT
9.3
EXHIBIT
B
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___ |
______________,___,
2007
|
SAVE
THE WORLD AIR, INC.
WARRANT
TO PURCHASE COMMON STOCK
VOID
AFTER 5:00 P.M. P.S.T. ON ____________,___, 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 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.
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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
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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.
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(d) Modifications. 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.
|
SAVE
THE WORLD AIR, INC.
235
Tennant Avenue
Morgan
Hill, CA 95037
By:
SPECIMEN
Name: Charles
R. Blum
Title: Chief
Executive Officer
|
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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.
| Date:_____________________ | ___________________________________ |
| (Signature) | |
|
___________________________________
(Print Name)
|
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