Void after 5:00 P.M. Las Vegas, Nevada time on the last day of the Exercise Period, as defined in the Warrant COMMON STOCK PURCHASE WARRANT OF POWER EFFICIENCY CORPORATIONPower Efficiency Corp • April 24th, 2006 • Electrical industrial apparatus • Delaware
This is to certify that, FOR VALUE RECEIVED, (the “Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Power Efficiency Corporation, a Delaware corporation (the “Company”), at twenty-four cents ($0.24) per share (the “Warrant Exercise Price”), calculated as provided below, One Million Forty-One Thousand Six Hundred Sixty-Seven (1,041,667) shares of common stock, par value $0.01 per share (the “Common Stock”). The Warrant Exercise Price is a price equal to the five-day average of the Closing Price of the shares of Common Stock on the OTC Bulletin Board on the last trading day immediately prior to the making of the initial Base Loan pursuant to the Loan Agreement, with a floor on the Warrant Exercise Price of Twenty Cents ($0.20). The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, have been calculated pursuant to paragraph 3 of the Loan Agreement and are hereinafter sometimes referred to as the “Warrant Shares.”
EMTUCK, LLCPower Efficiency Corp • April 24th, 2006 • Electrical industrial apparatus
In accordance with our discussions with Power Efficiency Corporation (the “Company”), EMTUCK, LLC, a Nevada limited liability company (the “Lender”), hereby agrees to make term loans (the “Loans”) to the Company in the aggregate principal amount of $1,000,000 (the “Base Commitment”), subject to increase up to $1,500,000 if the Lender makes available such increased amount of up to $500,000 (the “Additional Commitment,” and the Base Commitment and the Additional Commitment being herein collectively called the “Total Commitment”) available to the Company on or before May 31, 2006, on the following terms and conditions and any additional conditions set forth in the Notes (as hereinafter defined):
NOTEPower Efficiency Corp • April 24th, 2006 • Electrical industrial apparatus
FOR VALUE RECEIVED, Power Efficiency Corporation, a Delaware corporation (the “Borrower”) hereby promises to pay to EMTUCK, LLC, a Nevada limited liability company (the “Lender”), by wire transfer of immediately available United States federal funds to the Lender’s designated account or, if the Lender so agrees, by the Borrower’s check, the aggregate principal sum of $1,000,000, or such lesser amount as is advanced and outstanding (each such advance, a “Loan”) pursuant to the provisions of this Note (this “Note”), together with interest in like money on the unpaid principal balance of each Loan for the period from and including the date of such Loan to but excluding the date such Loan is paid in full (whether as stated, by acceleration or otherwise) at the rate of 10.75% per annum. Interest shall be simple interest and calculated on the basis of a 360-day year consisting of twelve 30-day months. Accrued interest on each Loan shall be payable (a) upon the payment or prepayment of the Lo
SECURITY AGREEMENTSecurity Agreement • April 24th, 2006 • Power Efficiency Corp • Electrical industrial apparatus • Nevada
This SECURITY AGREEMENT, dated as of April 19, 2006 (as amended or supplemented from time to time, this “Agreement”), is made by Power Efficiency Corporation, a Delaware corporation (the “Borrower”), for the benefit of EMTUCK, LLC, a Nevada limited liability company (the “Lender”).
