0001144204-11-037041 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 22nd, 2011 • Vu1 CORP • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2011, between Vu1 Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE JUNE ____, 20131
Vu1 CORP • June 22nd, 2011 • Communications equipment, nec • New York

THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Debentures of Vu1 Corporation, a California corporation (the “Company”), having its principal place of business at 469 Seventh Avenue, Suite 356, New York, New York 10018, designated as its Original Issue Discount Convertible Debenture due June ___, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

COMMON STOCK PURCHASE WARRANT VU1 CORPORATION
Vu1 CORP • June 22nd, 2011 • Communications equipment, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vu1 Corporation, a California corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 22nd, 2011 • Vu1 CORP • Communications equipment, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 16, 2011, between Vu1 Corporation, a California corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

AMENDMENT No. 1 TO THE LEASE CONTRACT OF DECEMBER 2, 2009
Vu1 CORP • June 22nd, 2011 • Communications equipment, nec
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