Contract

Exhibit 10.2

THIS WARRANT AND THE COMMON STOCK 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 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 UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

VU1 CORPORATION

COMMON STOCK PURCHASE WARRANT

Warrant Number	«Warrant_»
Issue Date	12/20/12
Expiration Date	12/20/15 (3 Years from Origin Date)
Name of Warrant Holder	«AddressBlock»
Number of Shares of Common Stock (subject to adjustment as provided herein)	«Warrants» Shares
Exercise Price per Share	$1.50

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 delivered 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 Holder, 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 Holder 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 New York, without regard to principles of conflicts of laws.

EXECUTED as of the day and year first above written.

 VU1 CORPORATION

 By:   

 Xxxxxxx XxXxxxx, Chief Financial Officer

Exhibit A to Common Stock Purchase Warrant

ELECTION TO PURCHASE

Vu1 Corporation

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:	________________________________

240,667,420v2NY