stwa_8k-ex1003.htm


    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

            


    

     

     

    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 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.

    


    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.

     

    (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.


    
      
         


      

      
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    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                                    


    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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