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 CORPORATIONCommon Stock Purchase Warrant • May 26th, 2006 • Power Efficiency Corp • 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 Thirty-Two cents ($0.32) per share (the “Warrant Exercise Price”), calculated as provided below, Three Hundred Seventy-Seven Thousand Six Hundred Five (377,605) 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.”
NOTELoan Agreement • May 26th, 2006 • Power Efficiency Corp • 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 $500,000, 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 Loan
