THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR...
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH,
THE SALE OR DISTRIBUTION THEREOF.
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY
NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
VU1
CORPORATION
(2008
Private Placement)
|
Warrant
Number____________________________________________ W-2008A-____
Issue
Date_________________________________________________ _______________,
2008
Expiration
Date______________________________________________ _______________,
2010
Name
of Warrant Holder_______________________________________ __________________________
Number
of Shares of Common Stock______________________________
(subject
to adjustment as provided herein) _____________
shares
Exercise
Price per Share_______________________________________ $0.60
|
Vu1
Corporation, a California corporation (the “Company”), for value received,
hereby certifies that the Warrant Holder identified above or its registered
assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company up to the number of shares of Company common stock,
no
par value per share (the “Common Stock”), set forth above at the exercise price
per share set forth above, on the terms and conditions set forth herein.
The
number of shares of Common Stock issuable upon exercise of this Warrant,
and the
exercise price per share, each as adjusted from time to time pursuant to
the
provisions of this Warrant, are hereinafter referred to as the “Warrant Stock”
and the “Exercise Price,” respectively. This Warrant is granted to Holder
pursuant to the terms of that certain Subscription Agreement between the
Company
and Holder.
1. Manner
of Exercise.
This
Warrant may be exercised in whole or in part by delivering to the Company
at its
principal place of business (i) this Warrant, (ii) the form of
Election to Purchase attached hereto as Exhibit
A
duly
completed and executed by Xxxxxx, and (iii) cash, wire transfer, or bank
check payable to the Company, in the amount of the Exercise Price multiplied
by
the number of shares for which this Warrant is being exercised (the “Purchase
Price”). Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this Warrant
shall have been surrendered to the Company as provided herein or at such
later
date as may be specified in the executed form of Election to
Purchase.
2. Delivery
of Stock Certificate.
As soon
as practicable after the exercise of this Warrant, in full or in part, and
in
any event within 10 days thereafter, the Company at its expense will cause
to be
issued in the name of and deliver to the Holder (a) a certificate or
certificates for the number of fully paid and nonassessable shares of Warrant
Stock to which Holder shall be entitled upon such exercise and (b) if
applicable, a new Warrant of like tenor to purchase up to that number of
shares
of Warrant Stock, if any, not previously exercised by Holder. Holder shall
for
all purposes be deemed to have become the holder of record of such shares
of
Warrant Stock on the date on which this Warrant was properly exercised in
accordance with Section 1, irrespective of the date of delivery of the
certificate or certificates representing the Warrant Stock; provided that,
if
the date of such exercise is a date when the stock transfer books of the
Company
are closed, such person shall be deemed to have become the holder of record
of
such shares of Warrant Stock at the close of business on the next succeeding
date on which the stock transfer books are open.
3. Reservation
of Warrant Stock.
The
Company covenants and agrees that the Company will at all times have authorized
and reserved a sufficient number of shares of Common Stock to provide for
the
exercise of the rights represented by this Warrant.
4. Termination.
To the
extent not earlier exercised, the Warrant evidenced hereby shall be void
and of
no effect and all rights hereunder shall cease upon the earlier of
(a) 5:00 p.m. Pacific Time on the Expiration Date set forth above, or
(b) the closing of any merger, consolidation or other reorganization of the
Company with or into any other corporation or other business entity, or the
sale
of all or substantially all of its assets, or the liquidation or dissolution
of
the Company (each, a “Transaction”). The Company shall provide Holder with
written notice not less than 10 days prior to the closing of any proposed
Transaction. All restrictions set forth herein on the shares of Warrant Stock
issued upon exercise of any rights hereunder shall survive such exercise
and
expiration of the rights granted hereunder.
5. Adjustments
to Warrant.
In case
the Company shall issue any shares of Common Stock as a stock dividend or
subdivide the number of outstanding shares of Common Stock into a greater
number
of shares, then, in either of such cases, the Exercise Price in effect at
the
time of such action shall be proportionately reduced and the number of shares
of
Warrant Stock at that time purchasable pursuant to this Warrant shall be
proportionately increased; and, conversely, in the event the Company shall
contract the number of outstanding shares of Common Stock by combining such
shares into a smaller number of shares, then, in such case, the Exercise
Price
in effect at the time of such action shall be proportionately increased and
the
number of shares of Warrant Stock at that time purchasable pursuant to this
Warrant shall be proportionately decreased. Any calculations of adjustments
shall be made to the nearest cent or to the nearest one whole share, as the
case
may be.
6. Restrictions
on Transfer.
Neither
this Warrant nor the Warrant Stock have been registered under the Securities
Act
of 1933, as amended (the “Securities Act”), or any applicable state law, and no
interest therein may be sold, distributed, assigned, offered, pledged or
otherwise transferred unless (a) there is an effective registration
statement under the Securities Act and applicable state securities laws covering
any such transaction involving said securities, (b) the Company receives an
opinion of legal counsel for Holder (concurred in by legal counsel for the
Company) stating that such transaction is exempt from registration, or
(c) the Company otherwise satisfies itself that such transaction is exempt
from registration.
7. Legend.
A
legend setting forth or referring to the restrictions stated in Section 6
shall be placed on this Warrant, any replacement hereof and any certificates
representing Warrant Stock, and a stop transfer restriction or order shall
be
placed on the books of the Company and with any transfer agents against this
Warrant and shares of Warrant Stock until they may be legally sold or otherwise
transferred.
8. Fractional
Shares.
No
fractional shares shall be issued upon the exercise of the Warrant. In lieu
of
fractional shares, the Company shall round the number of shares to be issued
upon exercise of this Warrant to the nearest whole share.
9. Holder
as Owner.
Unless
this Warrant is transferred or assigned, the Company may deem and treat the
Holder at all times as the absolute owner of the Warrant evidenced hereby
for
all purposes regardless of any notice to the contrary.
10. No
Rights as Shareholder.
This
Warrant shall not entitle Holder to any voting rights or any other rights
as a
shareholder of the Company, or to any other rights whatsoever except the
rights
stated herein; and no dividend or interest shall be payable or shall accrue
in
respect of this Warrant or the shares purchasable hereunder unless, and until,
and except to the extent that, this Warrant shall be exercised.
11. Exchange
or Destruction of Warrant.
This
Warrant is exchangeable, without expense to Holder and upon delivery hereof
to
the Company, for Warrants of different denominations entitling Holder to
purchase shares of Warrant Stock equal in total number and identical in type
to
the shares of Warrant Stock covered by this Warrant. In addition, upon receipt
by the Company of evidence reasonably satisfactory to the Company of the
loss,
theft, destruction, or mutilation of this Warrant and, in the case of any
such
loss, theft or destruction, upon receipt of an affidavit and indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation
upon surrender and cancellation of such Warrant, the Company at its expense
will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.
12. Notices.
Unless
otherwise provided, any notice, request or other document required or permitted
to be given or delivered to Holder hereof or the Company shall be given in
writing and shall be deemed effectively given (a) upon personal delivery to
the party to be notified, (b) upon confirmation of receipt by fax by the
party to be notified, or (c) upon receipt if delivered by prepaid overnight
delivery, courier service or registered or certified mail addressed, (i) if
to Holder, to the address of Holder most recently furnished in writing to
the
Company and (ii) if to the Company, to the address set forth below, or in
either case at such other address as such party may designate by five days’
advance written notice to the other party given in the foregoing
manner.
13. Successors
and Assigns.
The
terms and provisions of this Warrant shall be binding upon the Company and
Xxxxxx and their respective successors and assigns, subject at all times
to the
restrictions set forth herein.
14. Applicable
Law.
The
validity, interpretation and performance of this Warrant shall be governed
by
the laws of the State of Washington.
EXECUTED
as of the day and year first above written.
|
VU1
CORPORATION
|
||
|
By:
|
|
|
|
Xxxxxxx
XxXxxxx Chief Financial Officer
|
||
|
Address:
|
000
Xxx Xxxxxx, Xxxxx 000
|
|
|
Seattle,
Washington, 98109
|
||
Exhibit
A to Common Stock Purchase Warrant
ELECTION
TO PURCHASE
Vu1
Corporation
000
Xxx
Xxxxxx Xxxxx 000
Seattle,
Washington, 98109
Attention:
Corporate Secretary
The
undersigned hereby irrevocably elects to purchase __________ shares of Common
Stock of Vu1 Corporation, a California corporation (the “Company”), issuable
upon the exercise of the attached Warrant, and requests that certificates
for
such shares be issued in the name of and delivered to the undersigned at
the
address stated below. If said number of shares shall not be all the shares
which
may be purchased pursuant to the attached Warrant, the Company shall issue
a new
Warrant to the Holder evidencing the right of the Holder to purchase the
balance
of such shares under terms identical to the attached Warrant.
The
undersigned hereby agrees with and represents to the Company that such shares
of
Common Stock are acquired for investment and not with a view to, or for sale
in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act of 1933, as amended, and that the undersigned has no
present intention of distributing or reselling such shares. The undersigned
acknowledges and agrees that the exercise of the attached Warrant and the
issuance and transfer of the Common Stock to be purchased are subject to
Sections 6 and 7 of the attached Warrant.
|
Payment
enclosed in the amount of:
|
$_________________
|
|
Dated:
______________,
20__
|
|
|
Name
of Holder of Warrant (please
print):
|
________________________________
|
|
Address:
|
________________________________
________________________________
________________________________
|
|
Signature:
|
________________________________
|
