Unassociated Document


    


    


    WARRANT
      PURCHASE AGREEMENT

    


    


    January
      31, 2008

    


    Universal
      Capital Management, Inc.  

    2601
      Annand Dr., #16

    Wilmington,
      Delaware 19808

    


    Vystar
      Corporation,
      a
      Georgia corporation (the "Company"),
      hereby agrees with you as follows:

    


    
      	
            	1.	
              Concurrently
                with the execution of this Warrant Purchase Agreement (the “Agreement”),
                the Company is entering into with you a consulting agreement, of
                even date
                hereof. Pursuant to the terms of the consulting agreement, the Company
                will deliver to you a Warrant (the "Warrant")
                in the form of Exhibit
                A
                hereto, to purchase up to One Million (1,000,000) shares of the Company’s
                common stock, par value $.0001 per share (the “Common
                Stock”),
                at a purchase price of ($0.01) per share, exercisable for a period
                of up
                to Sixty (60) months commencing on the date hereof. The right to
                purchase
                all One Million (1,000,000) shares shall vest
                immediately.

            


    

    


    
      	
            	2.	
              The
                Company covenants that all shares that may be issued upon the exercise
                of
                the Warrant, upon issuance, will be validly issued, fully paid and
                non-assessable and free from all taxes, liens and charges with respect
                to
                the issuance thereof. The Company further covenants that during the
                period
                within which the Warrant may be exercised, the Company will at all
                times
                have authorized and reserved a sufficient number of shares of Common
                Stock
                to permit the exercise of the
                Warrant.

            


    

    


    
      
        
          	
                	3.	
                  This
                    Warrant is not transferable.


                


        

      

    

    


    If
      the
      foregoing correctly sets forth our understanding, please sign
      below.

     

    
 

    
      	Very truly yours,	Accepted as of the
	 	date written above:
	Vystar Corporation	
            


    

         

    
 

    
      	
              William
                R Doyle

            	
              Joseph
                T Drennan, Vice President

            
	
              President
                & Chief Operating Officer

            	
              Universal
                Capital Management, Inc.

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    WARRANT
      No. ___

    


    


    


    NO
      SALE,
      TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR THE SHARES PURCHASABLE
      HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE
      ISSUER THAT REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS WARRANT IS ALSO
      RESTRICTED BY A WARRANT PURCHASE AGREEMENT DATED February 28, 2008 A COPY OF
      WHICH IS AVAILABLE FROM THE ISSUER.

    


    WARRANT
      TO PURCHASE COMMON STOCK

    IN
      VYSTAR CORPORATION 

    


    Exercisable
      Commencing

    January
      31, 2008

    


    Void
      After

    January
      31, 2013

    


    THIS
      CERTIFIES
      that,
      for value received, Universal Capital Management, Inc. of 2601
      Annand Dr., #16, Wilmington, Delaware 19808,
      is
      entitled, subject to the terms and conditions set forth in this Warrant, to
      purchase from Vystar Corporation (“Company"),
      located at 3235 Satellite Blvd., Building 400, Suite 290, Duluth, GA 30096
      One
      Million (1,000,000) shares of the Company’s common stock, par value $.0001 per
      share (the “Common
      Stock”),
      at a
      purchase price of ($.01) per share, exercisable for a period of up to Sixty
      (60)
      months commencing on the date hereof, subject to adjustment as provided in
      Section 5 below. This Warrant is issued pursuant to a Warrant Purchase Agreement
      between Universal Capital Management, Inc. and the Company, dated January 31,
      2008, and is subject to all the terms thereof, including the vesting schedules
      set forth in Section 1 thereof, and the limitations on transferability set
      forth
      in Section 3 thereof. 

    


    



    1. This
      Warrant may be exercised by the holder hereof, in whole or in part (but not
      as
      to a fractional share), by the presentation and surrender of this Warrant with
      the form of Election to Purchase duly executed, at the principal office of
      the
      Company (or at such other address as the Company may designate by notice in
      writing to the holder hereof at the address of such holder appearing on the
      books of the Company), and upon payment to the Company of the purchase price
      by
      certified or bank cashier's check. The shares of Common Stock so purchased
      shall
      be deemed to be issued to the holder hereof as the record owner of such shares
      of Common Stock as of the close of business on the date on which this Warrant
      shall have been surrendered and payment made for such shares. Certificates
      for
      the shares of Common Stock so purchased shall be delivered or mailed to the
      holder promptly after this Warrant has been exercised, and if applicable, a
      new
      Warrant identical in form representing the number of shares of Common Stock
      with
      respect to which this Warrant shall not then have been exercised shall also
      be
      issued to the holder hereof.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Nothing
      contained herein shall be construed to confer upon the holder of this Warrant,
      as such, any of the rights of a shareholder of the Company.

    


    3. The
      Company shall not issue certificates representing fractions of shares of Common
      Stock upon the exercise of this Warrant, but shall make a cash payment for
      any
      fractional share based on the market price of the Common Stock on the date
      of
      exercise, which shall be the closing sale price on the principal exchange on
      which the Common Stock is traded; or if not traded on any exchange, then the
      representative closing bid price in the over-the-counter market; or if not
      traded in the over-the-counter market, the fair market value as determined
      by
      the Company’s board of directors. All calculations under this Section 3 and
      under Section 5 shall be made to the nearest cent or shares, as the case may
      be.

    


    4. Subject
      to the limitations on transfer set forth in Section 3 of the Warrant Purchase
      Agreement, this Warrant is exchangeable, upon its surrender by the holder at
      the
      office of the Company referred to in Section 1 above, for new warrants
      (containing the same terms as this Warrant) each representing the right to
      purchase such number of shares of Common Stock as shall be designated by such
      holder at the time of such surrender (but not exceeding in the aggregate the
      remaining number of shares of Common Stock which may be purchased hereunder).
      Upon receipt of evidence satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and upon delivery of a bond of
      indemnity satisfactory to the Company (or, in the case of mutilation, upon
      surrender of this Warrant), the Company will issue to the holder a replacement
      warrant (containing the same terms as this Warrant). As used herein, "Warrant"
      shall include all new warrants issued in exchange for or replacement of this
      Warrant.

    


    5. If
      the
      Company shall pay a dividend in shares of its Common Shares, subdivide
      (forward-split) its outstanding shares of Common Stock, combine (reverse-split)
      its outstanding shares of Common Stock, issue by reclassification of its shares
      of Common Stock any shares or other securities of the Company, or distribute
      to
      holders of its Common Stock any securities of the Company or of another entity,
      the number of shares of Common Stock or other securities the holder hereof
      is
      entitled to purchase pursuant to this Warrant immediately prior thereto shall
      be
      adjusted so that the holder shall be entitled to receive upon exercise the
      number of shares of Common Stock or other securities which he or she would
      have
      owned or would have been entitled to receive after the happening of any of
      the
      events described above had this Warrant been exercised immediately prior to
      the
      happening of such event, and the exercise price per share shall be
      correspondingly adjusted; provided, however, that no adjustment in the number
      of
      shares and/or the exercise price shall be required unless such adjustment would
      require an increase or decrease of at least one percent (1%) in such number
      and/or price; and provided further, however, that any adjustments which by
      reason of this Section 5 are not required to be made shall be carried forward
      and taken into account in any subsequent adjustment. An adjustment made pursuant
      to this Section 5 shall become effective immediately after the record date
      in
      the case of the stock dividend or other distribution and shall become effective
      immediately after the effective date in the case of a subdivision, combination
      or reclassification. The holder of this Warrant shall be entitled to participate
      in any subscription or other rights offering made to holders of Common Stock
      had
      he purchased the full number of shares as to which this Warrant remains
      unexercised immediately prior to the record date for such rights offering.
      If
      the Company is consolidated or merged with or into another corporation or if
      all
      or substantially all of its assets are conveyed to another corporation this
      Warrant shall thereafter be exercisable for the purchase of the kind and number
      of shares of stock or other securities or property, if any, receivable upon
      such
      consolidation, merger or conveyance by a holder of the number of shares of
      Common Stock of the Company which could have been purchased on the exercise
      of
      this Warrant immediately prior to such consolidation, merger or conveyance;
      and,
      in any such case, appropriate adjustment (as determined by the Board of
      Directors) shall be made in the application of the provisions herein set forth
      with respect to the rights and interests thereafter of the holder of this
      Warrant to the end that the provisions set forth herein (including provisions
      with respect to changes in and other adjustments of the number of shares of
      Common Stock the holder of this Warrant is entitled to purchase) shall
      thereafter be applicable, as nearly as possible, in relation to any shares
      of
      Common Stock or other securities or other property thereafter deliverable upon
      the exercise of this Warrant. Upon any adjustment of the number of shares of
      Common Stock or other securities the holder of this Warrant is entitled to
      purchase, and of any change in exercise price per share, then in each such
      case
      the Company shall give written notice thereof to the then registered holder
      of
      this Warrant at the address of such holder as shown on the books of the Company,
      which notice shall state such change and set forth in reasonable detail the
      method of calculation and the facts upon which such calculation is
      based.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6. If
      at any
      time:

    


    
      	
            	A.	
              The
                Company shall declare a dividend or other distribution on its Common
                Stock
                payable otherwise than in cash at the same rate as the immediately
                preceding regular dividend or in Common Stock;


            


    

    


    
      	
            	B.	
              The
                Company shall authorize the granting to the holders of its Common
                Stock of
                rights to subscribe for or purchase any shares of capital stock of
                any
                class or of any other rights;

            


    

    


    
      	
            	C.	
              There
                shall be any plan or agreement of reorganization, or reclassification
                of
                the capital stock of the Company, or consolidation or merger of the
                Company with, or sale of all or substantially all of its assets to,
                another corporation; or

            


    

    


    
      	
            	D.	
              There
                shall be a voluntary or involuntary dissolution, liquidation or winding
                up
                of the Company; then the Company shall give to the registered holder
                of
                this Warrant at the address of such holder as shown on the books
                of the
                Company, at any time prior to the applicable record date or dates,
                a
                written notice summarizing such action or event and stating the record
                date or dates for any such dividend or rights (or if a record is
                not to be
                taken, the date or dates as of which the holders of Common Stock
                of record
                to be entitled to such dividend or rights are to be determined),
                the date
                on which any such reorganization, reclassification, consolidation,
                merger,
                sale of assets, dissolution, liquidation or winding up is expected
                to
                become effective, and the date or dates as of which it is expected
                the
                holders of Common Stock of record shall be entitled to effect any
                exchange
                of their shares of Common Stock for securities of other property
                deliverable upon any such reorganization, reclassification, consolidation,
                merger, sale of assets, dissolution, liquidation or winding
                up.

            


    

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be signed by its duly authorized officers
      on
      January 31, 2008.

    


    


    
      	Attested:	VYSTAR
              CORPORATION
	 	 
	 	 
	By:_______________________	By: __________________________
	 	William R Doyle,
              President & Chief Operating Officer