Common Stock Purchase Warrant

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
Common Stock Purchase Warrant (2008 Private Placement)  

  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 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