Exhibit 4.3


 





THIS WARRANT AND THE COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO SOLAR WIND ENERGY TOWER INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


SOLAR WIND ENERGY TOWER INC.


 


WARRANT #1 TO PURCHASE SHARES OF COMMON
STOCK


 


1.Issuance.
In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation
the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by SOLAR
WIND ENERGY TOWER INC., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLC, an Illinois limited
liability company, its successors and/or registered assigns (the “Holder”), is hereby granted the right to purchase
at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the
fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and nonassessable
shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), equal to $55,000 divided by the Market Price (defined in the Note, as of the Issue Date), as such number may
be adjusted from time to time pursuant to the terms and conditions of this Warrant #1 to Purchase Shares of Common Stock (this
“Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement
dated May 13, 2013, to which the Company and the Holder are parties (as the same may be amended from time to time, the “Purchase
Agreement”).


 


Unless otherwise indicated
herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.


 


This Warrant was originally
issued to the Holder on May 13, 2013 (the “Issue Date”), together with four (4) other similar Warrants to Purchase
Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”).
All of the Warrants other than this Warrant are exercisable only beginning at specified times occurring after the Issue Date, as
reflected in the relevant Warrants. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants
are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic
risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration
for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and
(4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of
the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall
be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation
this Warrant.


 






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2.Exercise of
Warrant.


 


2.1.General.


 


(a)This Warrant
is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration
Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by email or facsimile
transmission) a completed and duly executed Notice of Exercise substantially in the form attached to this Warrant as Exhibit
A (the “Notice of Exercise”). The date such Notice of Exercise is either faxed, emailed or delivered to
the Company shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the
outstanding balance of the Warrant, the Holder shall tender this Warrant to the Company within five (5) Trading Days thereafter,
but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to the Holder as of such
date. The Notice of Exercise shall be executed by the Holder and shall indicate (i) the number of Delivery Shares (as defined below)
to be issued pursuant to such exercise, and (ii) if applicable (as provided below), whether the exercise is a cashless exercise.


 


For purposes of this
Warrant, the term “Trading Day” means any day during which the principal market on which the Common Stock is
traded (the “Principal Market”) shall be open for business.


 


(b)Notwithstanding
any other provision contained herein or in any other Transaction Document to the contrary, at any time prior to the Expiration
Date, the Holder may elect a “cashless” exercise of this Warrant for any Warrant Shares whereby the Holder shall be
entitled to receive a number of shares of Common Stock equal to (i) the excess of the Current Market Value (as defined below) over
the aggregate Exercise Price of the Exercise Shares (as defined below), divided by (ii) the Adjusted Price of the Common Stock
(as defined below).


 


(c)If the Notice
of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately preceding subsection
(b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock for the Delivery Shares
shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire transfer in accordance
with instructions provided by the Company at the request of the Holder.


 


(d)Upon the appropriate
payment to the Company, if any, of the Exercise Price for the Delivery Shares, together with the surrender of this Warrant (if
required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days following the date the
Exercise Price is paid to the Company (or with respect to a “cashless exercise,” the date that is three (3) Trading
Days following the Exercise Date), deliver or cause the Company’s Transfer Agent to deliver the applicable Delivery Shares
electronically via the Deposit/Withdrawal at Custodian (“DWAC”) system to the account designated by the Holder
on the Notice of Exercise. If for any reason the Company is not able to so deliver the Delivery Shares via the DWAC system, notwithstanding
its best efforts to do so, such shall constitute a breach of this Warrant (and thus an Event of Default under the Note), and the
Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to the Holder or
its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of
the Holder or its designee, representing the applicable number of Delivery Shares. For the avoidance of doubt, the Company has
not met its obligation to deliver Delivery Shares within the required timeframe set forth above unless Holder or its broker, as
applicable, has actually received the Delivery Shares (whether electronically or in certificated form) no later than the close
of business on the latest possible delivery date pursuant to the terms set forth above.


 






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(e)If Delivery
Shares are delivered later than as required under subsection (d) immediately above, the Company agrees to pay, in addition to all
other remedies available to the Holder in the Transaction Documents, a late charge equal to the greater of (i) $2,000.00 and (ii)
2% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to
which the Holder is entitled multiplied by (2) the Closing Sale Price (as defined in the Note) of the Common Stock on the
Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the
Holder without violating this Warrant, per Trading Day until such Delivery Shares are delivered. The Company shall pay any late
charges incurred under this subsection in immediately available funds upon demand; provided, however, that, at the option
of the Holder (without notice to the Company), such amount owed may be added to the principal amount of the Note. Furthermore,
in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect
delivery of the Delivery Shares as required under subsection (d) immediately above, the Holder may revoke all or part of the relevant
Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored
to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the late charge
described above shall be payable through the date notice of revocation or rescission is given to the Company.


 


(f)The Holder shall
be deemed to be the holder of the Delivery Shares issuable to it in accordance with the provisions of this Section 2.1 on the Exercise
Date.


 


2.2.Ownership
Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents, if at any
time after the date hereof, the Holder shall or would receive shares of Common Stock in payment of interest or principal under
any of the Transaction Documents, so that the Holder would, together with other shares of Common Stock held by it or its Affiliates
(as defined in the Purchase Agreement), own or beneficially own by virtue of such action or receipt of additional shares of Common
Stock a number of shares exceeding 9.99% of the number of shares of the Company’s Common Stock outstanding on such date (the
“9.99% Cap”), the Company shall not be obligated and shall not issue to the Holder shares of its Common Stock
which would exceed the 9.99% Cap, but only until such time as the 9.99% Cap would no longer be exceeded by any such receipt of
shares of Common Stock by the Company. The foregoing limitations are enforceable, unconditional and non-waivable.


 


2.3.Definitions.
For purposes of this Warrant, the following terms shall have the following meanings:


 


“Adjusted Price
of the Common Stock” shall mean the lower of (i) the Conversion Price (as defined in the Note), as such Conversion Price
may be adjusted from time to time pursuant to the terms of the Note (solely for the purpose of determining the then-current Conversion
Price under this definition of “Adjusted Price of the Common Stock,” each cashless exercise of this Warrant shall be
deemed a conversion under the Note), and (ii) the Market Price (as defined in the Note), without regard to whether the Note remains
outstanding or has been fully repaid, cancelled or otherwise retired, on any relevant Exercise Date.


 


“Current Market
Value” shall mean an amount equal to the Market Price of the Common Stock (as defined below), multiplied by the number
of Exercise Shares specified in the applicable Notice of Exercise.


 






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“Closing Price”
shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading Day(s), as reported
by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable reporting
service of national reputation selected by the Holder and reasonably acceptable to the Company) (“Bloomberg”)
for the relevant date.


 


“Delivery Shares”
means those shares of Common Stock issuable and deliverable upon the exercise of this Warrant.


 


“Exercise Price”
shall mean $0.10 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions
of this Warrant.


 


“Exercise Shares”
shall mean those Warrant Shares subject to an exercise of the Warrant by the Holder. By way of illustration only and without limiting
the foregoing, if (i) the Warrant is initially exercisable for 1,180,000 Warrant Shares and the Holder has not previously exercised
the Warrant, and (ii) the Holder were to make a cashless exercise with respect to 5,000 Warrant Shares pursuant to which 6,000
Delivery Shares would be issuable to the Holder, then (1) the Warrant shall be deemed to have been exercised with respect to 5,000
Exercise Shares, (2) the Warrant would remain exercisable for 1,175,000 Warrant Shares, and (3) the Warrant shall be deemed to
have been exercised with respect to 6,000 Delivery Shares.


 


“Market Price
of the Common Stock” shall mean the higher of: (i) the Closing Price of the Common Stock on the Issue Date; and (ii)
the VWAP (as defined below) of the Common Stock for the Trading Day that is two (2) Trading Days prior to the Exercise Date.


 


“Note”
shall mean that certain Convertible Promissory Note issued by the Company to the Holder pursuant to the Purchase Agreement, as
the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced
promissory note.


 


“Transaction
Documents” or “Transaction Document” shall have the meaning set forth in the Purchase Agreement.


 


“VWAP”
shall mean the volume-weighted average price of the Common Stock on the Principal Market for a particular Trading Day or set of
Trading Days, as the case may be, as reported by Bloomberg.


 


3.Mutilation
or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the
case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


4.Rights of
the Holder. The Holder shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in the Company,
either at law or in equity, and the rights of the Holder with respect to or arising under this Warrant are limited to those expressed
in this Warrant and are not enforceable against the Company except to the extent set forth herein.






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5.Protection
Against Dilution and Other Adjustments.


 


5.1.Capital Adjustments.
If the Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up or stock split,
or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number of Warrant
Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case of a subdivision,
split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made
to the Exercise Price, Conversion Price (in the event of a cashless exercise), and other applicable amounts, but the aggregate
purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same.
Any adjustment under this Section 5.1 shall become effective automatically at the close of business on the date the subdivision
or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon
the making of such dividend.


 


5.2.Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of
the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then
the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this
Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of
stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder
of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization,
or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that
the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable
upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided
the aggregate purchase price shall remain the same.


 


5.3.[Intentionally
omitted]


 


5.4.Notice of
Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made in the number
or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company
shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable
upon exercise of this Warrant.


 


5.5.Exceptions
to Adjustment. Notwithstanding the provisions of Section 5.4, no adjustment to the Exercise Price shall be effected as a result
of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (a) the
Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long
as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any
time granted registration rights, and (b) the Company’s issuance of Common Stock or the issuance or grant of options to purchase
Common Stock to employees, directors, officers and consultants, authorized by the Company’s board of directors pursuant to
plans or agreements which are authorized, constituted or in effect as of the Issue Date.


 


6.Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of
this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute
such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a)
the consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed to have
been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise Price
and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment
or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof. Nothing in this Section
6 shall be deemed to limit any other provision contained herein.


 






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7.Transfer to
Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. Neither
this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security
or (b) an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until
such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other
security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel
for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied
by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”),
executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment,
the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee
shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have
all the rights of the Holder.


 


8.Warrant Agent.
The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”) for the purpose of issuing
shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant hereto, and replacing
this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may
be, shall be made at such office by such Warrant Agent.


 


9.Transfer on
the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the Holder
as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


10.Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


 


11.Supplements
and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the
parties hereto. This Warrant, together with the Purchase Agreement and all the other Transaction Documents, taken together, contain
the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations,
warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained
herein and therein.


 


12.Governing
Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Illinois, without giving
effect to the principles thereof regarding the conflict of laws. The Company and, by accepting this Warrant, the Holder, each irrevocably
(a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Clark County,
Illinois in connection with any dispute or proceeding arising out of or relating to this Warrant, (b) agrees that all claims in
respect of any such dispute or proceeding may only be heard and determined in any such court, (c) expressly submits to the venue
of any such court for the purposes hereof, and (d) waives any claim of improper venue and any claim or objection that such courts
are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or to any
claim that such venue of the suit, action or proceeding is improper. The Company and, by accepting this Warrant, the Holder, each
hereby irrevocably consents to the service of process of any of the aforementioned courts in any such proceeding by the mailing
of copies thereof by reputable overnight courier (e.g., FedEx) or certified mail, postage prepaid, to such party’s address
as provided for herein, such service to become effective ten (10) calendar days after such mailing. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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13.Remedies.
The parties acknowledge and agree that upon Company’s failure to comply with the provisions of this Warrant, the Holder’s
damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to
predict future interest rates, the Holder’s increased risk, and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder, among other reasons. Accordingly, any fees, charges, and remedies available under the Transaction
Documents are intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its
investment opportunity and not a penalty.


 


14.Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered via facsimile
or email shall be considered original signatures for purposes hereof.


 


15.Descriptive
Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.


 


16.Attorney’s
Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with the litigation
and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and
expenses.  Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith
pleading.


 


17.Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified
to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other
jurisdiction.


 


18.Time of the
Essence. Time is expressly made of the essence of each and every provision of this Warrant.


 


 


 


[Remainder of page intentionally left
blank]


 






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IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.


 


THE COMPANY:


 


Solar
Wind Energy Tower Inc.


 


 


 


By:     _____________________________


Printed Name:   ______________________


Title:   _____________________________


 






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EXHIBIT A


 


NOTICE OF EXERCISE OF WARRANT #1


 


TO:SOLAR WIND ENERGY TOWER INC.


ATTN: _______________


VIA FAX TO: ( )______________


 


The undersigned hereby
irrevocably elects to exercise the right, represented by the Warrant #1 to Purchase Shares of Common Stock dated as of May 13,
2013 (the “Warrant”), to purchase   shares of the common stock, $0.0001 par value (“Common Stock”),
of SOLAR WIND ENERGY TOWER INC., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 





	 	 	 	 	 	 	 	 	 
	_______	CASH: $__________________________ = (Exercise Price x Delivery Shares)
	 	 
	_______	Payment is being made by:
	 	_____	enclosed check	 	 	 
	 	_____	wire transfer	 	 	 
	 	_____	other	 	 	 
	 	 	 	 	 	 	 	 	 
	_______	CASHLESS EXERCISE:
	 	 
	 	Net number of Delivery Shares to be issued to Holder: ______*
	 	 	 	 	 	 	 	 	 
	 	* based on:	Current Market Value - (Exercise Price x Exercise Shares)
	 	 	 	Adjusted Price of the Common Stock
	 	 	 	 	 	 	 	 	 
	 	Where:
	 	Market Price of the Common Stock [“MP”]	    =	 	$____________
	 	
        Exercise Shares
	    =	 	_____________
	 	Current Market Value [MP x Exercise Shares]	    =	 	$____________
	 	
        Exercise Price
	    =		$____________
	 	Adjusted Price of the Common Stock	    =	 	$____________







 


Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It is the intention
of the Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on the Holder’s right
to receive shares thereunder. The Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, the Holder would receive more shares of Common Stock than permitted
under Section 2.2, the Company shall not be obligated and shall not issue to the Holder such excess shares until such time, if
ever, that the Holder could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.


 


As contemplated by
the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above.


 






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If this Notice of
Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered
the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated
above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise;
provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such
date.


 


To the extent the
Delivery Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Delivery
Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise)
to:


 


_____________________________________


_____________________________________


_____________________________________


 


Dated:_____________________


 


___________________________


[Name of Holder]


 


By:________________________


 






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EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of the Warrant)


 


For value received, the undersigned
hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented
by the Warrant #1 to Purchase Shares of Common Stock dated as of May 13, 2013 (the “Warrant”) to purchase the
percentage and number of shares of common stock, $0.0001 par value (“Common Stock”), of SOLAR WIND ENERGY TOWER
INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite
the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the
books of SOLAR WIND ENERGY TOWER INC. with full power of substitution in the premises.


 





	Transferees	 	Percentage Transferred   	 	Number Transferred







 


Dated:___________, ______


______________________________


[Transferor Name must conform
to the name of Holder as specified on the face of the Warrant]


 


By: ___________________________


Name: _________________________


 


 


Signed in the presence of:


 


_________________________


(Name)


 


ACCEPTED AND AGREED:


 


_________________________


[TRANSFEREE]


 


By: _______________________


Name: _____________________




 






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