ex10x7.htm


    Exhibit 10.7

     

     

     

    
      The
securities represented by this Warrant and issuable upon exercise hereof have
not been registered under the Securities Act of 1933, as amended (the "Act"), or under the
provisions of any applicable state securities laws, but have been acquired by
the registered holder hereof for purposes of investment and in reliance on
statutory exemptions under the Act and under any applicable state securities
laws.  These securities and the securities issued upon exercise hereof
may not be sold, pledged, transferred or assigned, nor may this Warrant be
exercised, except in a transaction which is exempt under the provisions of both
the Act and applicable state securities laws or pursuant to an effective
registration statement.


       

      COMMON STOCK PURCHASE
WARRANT


       

      
      

       

      
        	Issuance Date: June
      11, 2010	 Certificate
      No. W-1


      

       

                                                                                                                           

      For value
received, VERECLOUD, INC., a Nevada corporation (the "Company"), hereby
grants to PAT AND ANN BURKE, individual residents of the State of Colorado (the
"Registered
Holder"), the right to purchase from the Company a total of 1,250,000
Warrant Shares, at a price per share equal to the Exercise
Price.  Certain capitalized terms used herein are defined in Secion
1
hereof.

       

      Section 1.   Definitions.  The
following terms shall have the meanings set forth below:

       

      "Act" shall mean the
Securities Act of 1933, as amended.

       

      "Aggregate Exercise
Price" shall have the meaning set forth in 
Section 2(b)(i)(C)
hereof.

       

      "Business Day" shall
mean any day except Saturday, Sunday and any day which shall be a federal legal
holiday or a day on which banking institutions in the State of Colorado are
authorized or required by law or other governmental action to
close.

       

      "Change Event" shall
have the meaning set forth in 
Section 4(a)
hereof.

       

      “Closing Price” means,
for any date, the price determined by the first of the following clauses that
applies:  (a) if the Common Stock is then listed or quoted on an
Eligible Market or any other national securities exchange, the closing price per
share of the Common Stock for such date (or the nearest preceding date) on the
primary Eligible Market or exchange on which the Common Stock is then listed or
quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin
Board, the closing bid price per share of the Common Stock for such date (or the
nearest preceding date) so quoted; or (c) if prices for the Common Stock are
then reported in the “Pink Sheets” published by the National Quotation Bureau
Incorporated (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent closing bid price per share of the Common
Stock so reported.

       

      "Common Stock" shall
mean the common stock of the Company, $.001 par value per share.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      "Company" shall have
the meaning set forth in the preamble.

       

      "Eligible Market"
means any of the New York Stock Exchange, the American Stock Exchange, the
NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital
Market.

       

      "Exercise Date" shall
have the meaning set forth in 
Section 2(b)(i)
hereof.

       

      "Exercise Notice"
shall have the meaning set forth in 
Section 2(b)(i)
hereof.

       

      "Exercise Price" shall
have the meaning set forth in 
Section 4
hereof.

       

      "Expiration Date"
shall mean this fifth anniversary of the Issuance Date, which shall be the date
upon which the rights evidenced by this Warrant shall terminate, as described in

Section 2(a)
hereof.

       

      "Initial Exercise
Price" shall mean $.01 per Warrant Share.

       

      "Issuance Date" shall
mean the date first listed above, which shall be the date upon which this
Warrant may be first exercised.

       

      "Person" shall mean an
individual, limited liability company, partnership, joint venture, corporation,
trust, unincorporated organization, government or any governmental department or
agency.

       

      "Registered Holder"
shall have the meaning set forth in the preamble.

       

      "Trading Day" means
(a) any day on which the Common Stock is listed or quoted and traded on its
primary Trading Market, or (b) if trading ceases to occur on any Trading Market
(or any successor thereto), any Business Day.

       

      "Trading Market" means
the Over the Counter Bulletin Board or any other Eligible Market, or any
national securities exchange, market or trading or quotation facility on which
the Common Stock is then listed or quoted.

       

      "Warrant" shall mean
the right to purchase a number of Warrant Shares pursuant to the terms
hereof.

       

      "Warrant Shares" shall
mean the shares of Common Stock issuable upon the proper exercise of this
Warrant.

       

       

      2

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section 2.   Exercise of
Warrant.

       

      (a)  erms of Warrants; Exercise
Period.  Subject to the terms of this Warrant and commencing at
any time on the Issuance Date and expiring on the Expiration Date, the
Registered Holder shall have the right to exercise the Warrants, in whole or in
part, and receive from the Company a number of Warrant Shares as indicated in
the Exercise Notice.  At 11:59 p.m. Mountain Time on the Expiration
Date, this Warrant shall become void and all rights of the Registered Holder
hereunder shall terminate.

       

      (b)  xercise
Procedure.

       

      (i)  his
Warrant may be exercised, in whole or in part, only by the Registered Holder, or
its permitted assigns pursuant to 
Section 6 hereof, and
shall be deemed to have been exercised as of the date (the "Exercise Date") on
which a written notice (the "Exercise Notice")
indicating such exercise is delivered by the Registered Holder, or its permitted
assigns pursuant to 
Section 6 hereof, to
the Company.  On the Exercise Date, the Registered Holder, or its
permitted assigns pursuant to 
Section 6 hereof,
shall deliver to the Company:

       

      (A)  
 a
completed and executed Exercise Notice, substantially in the form of Exhibit A hereto,
specifying the number of Warrant Shares to be purchased;

       

      (B)  
 This
Warrant; and

       

      (C) Payment to
the Company of an amount equal to the product of the Exercise Price multiplied
by the number of Warrant Shares being purchased upon such exercise (the "Aggregate Exercise
Price"), by cashier’s check payable to the Company or wire transfer of
immediately available funds to an account designated by the Company; provided,
however, that the Registered Holder may satisfy its obligation to pay the
Aggregate Exercise Price through a “cashless exercise,” in which event the
Company shall issue to the Holder the number of Warrant Shares determined as
follows:

       

      


      
        	 
      	
                X =
      Y [(A-B)/A]

              
	
                where:

              	 
      
	 
      	
                X =
      the number Warrant Shares to be issued to the Registered
      Holder.

              
	 
      	 
      
	 
      	
                Y =
      the number of Warrant Shares with respect to which this Warrant is being
      exercised.

              
	 
      	 
      
	 
      	
                A =
      the average of the Closing Prices for the twenty Trading Days immediately
      prior to (but not including) the Exercise Date.

              
	 
      	 
      
	 
      	
                B =
      the Exercise Price.

              


      

      


       

      3

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      For
purposes of Rule 144 promulgated under the Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Registered Holder, and the holding
period for such shares shall be deemed to have commenced, on the date this
Warrant was originally issued.

       

      (ii)  Upon
compliance by the Registered Holder with the procedures described in 
(i) above, within
five Business Days, the Company shall provide evidence that the Warrant Shares
have been entered into the books of the Company's transfer agent, or if the
Company's Common Stock is certificated, issue or cause to be issued and cause to
be delivered to or upon the written order of the Registered Holder and in such
name or names as the Registered Holder may designate, a certificate for the
Warrant Shares issuable upon such exercise, free of restrictive legends unless a
registration statement covering the resale of the Warrant Shares and naming the
Registered Holder as a selling stockholder thereunder is not then effective and
the Warrant Shares are not freely transferable without volume restrictions
pursuant to Rule 144 under the Act.  Following such exercise, to the
extent any of the purchase rights represented hereby have not expired and remain
unexercised, the Company shall issue and deliver to the Registered Holder, at
its address then listed on the books of the Company, a new warrant representing
such remaining unexpired, unexercised purchase rights.  The terms of
such new warrant shall otherwise be identical to this Warrant.

       

      (iii)  The
Warrant Shares issuable upon the exercise of this Warrant shall be deemed to
have been issued to the Registered Holder on the Exercise Date and the
Registered Holder shall be deemed for all purposes to be the record holder of
such Warrant Shares as of the Exercise Date.

       

      (iv)  The
Company shall at all times reserve and keep available out of its authorized but
unissued capital stock, solely for the purpose of issuance upon the exercise of
this Warrant, the number of Warrant Shares issuable upon the exercise of this
Warrant in its entirety.   The Company covenants that all Warrant
Shares shall, when issued and upon the payment of the Exercise Price therefor,
be duly and validly issued, fully paid and nonassessable and free from all
taxes, liens and charges.

       

      (v)  The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Registered Holder to enforce the same, any waiver or consent
with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Registered Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Registered Holder or any other
Person, and irrespective of any other circumstance which might otherwise limit
such obligation of the Company to the Registered Holder in connection with the
issuance of Warrant Shares.  Nothing herein shall limit a Registered
Holder’s right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof.

       

       

      4

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section 3.     Charges, Taxes and
Expenses.   Issuance and delivery of the Warrant
Shares upon exercise of this Warrant shall be made without charge to the
Registered Holder for any issue or transfer tax, withholding tax, transfer agent
fee or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than that of the
Registered Holder or an Affiliate thereof.  The Registered Holder
shall be responsible for all other tax liability that may arise as a result of
holding or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.

       

      Section 4.   Adjustment of Exercise Price and Number of
Warrant Shares.  The Initial Exercise Price shall be
subject to adjustment from time to time as provided in this

Section 4 hereof
(such price or such price as last adjusted pursuant to the terms hereof, as the
case may be, the "Exercise Price"), and
the number of Warrant Shares obtainable upon exercise of this Warrant shall be
subject to adjustment from time to time as provided in this

Section 4
hereof.

       

      (a)  Reorganization,
Reclassification, Consolidation, Merger or Sale.  In the case
of any reclassification, capital reorganization, consolidation, merger, sale of
all or substantially all of the assets of the Company to another Person or any
other change in the Common Stock of the Company, other than as a result of a
subdivision, combination, or stock dividend provided for in

Section 4
(b) hereof (any of
which, a "Change
Event"), then lawful provision shall be made, and duly executed documents
evidencing the same from the Company or its successor shall be delivered to the
Registered Holder, such that the Registered Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant (subject to the adjustment of
the Exercise Price as provided in this 
Section 4), the kind
and amount of shares of stock or other securities and property receivable in
connection with such Change Event by a holder of the same number of shares of
Common Stock as were purchasable by the Registered Holder immediately prior to
such Change Event.  Appropriate adjustments shall also be made to the
Exercise Price, but the Aggregate Exercise Price shall remain the
same.

       

      (b)  Subdivisions, Combinations
and Other Issuances.  If the Company shall at  any
time prior to the expiration of this Warrant (i) subdivide its Common Stock, by
stock split or otherwise, or combine its Common Stock, or (ii) issue additional
shares of its Common Stock or other equity securities as a dividend with respect
to any shares of its Common Stock, the number of Warrant Units issuable upon the
exercise of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock dividend, or proportionately decreased in the
case of a combination.  Appropriate adjustments shall also be made to
the Exercise Price, but the Aggregate Exercise Price shall remain the
same.  Any adjustment under this 
Section 4
(b) shall become
effective at the close of business on the effective date of such subdivision or
combination, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend.

       

       

      5

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (c)  Issuance of New
Warrant.  Upon the occurrence of any of the events listed in
this 
Section 4 that
results in an adjustment of the type, number or Exercise Price of the securities
underlying this Warrant, the Registered Holder shall have the right to receive a
new warrant reflecting such adjustment upon the tender by the Registered Holder
of this Warrant in exchange therefor.  The terms of such new warrant
shall otherwise be identical to this Warrant.

       

      Section 5.  No Voting
Rights; Limitations of Liability.  The Registered Holder shall
not be entitled to any rights with respect to the Warrant Shares, including,
without limitation, voting rights or rights to receive  dividends or
other distributions in respect thereof, prior to the issuance of such Warrant
Shares to the Registered Holder pursuant to the terms hereof.  In the
absence of the exercise of this Warrant by the Registered Holder, no provision
hereof shall give rise to any liability of the Registered Holder as a
stockholder of the Company or for the Exercise Price of the Warrant Shares
issuable pursuant hereto.

       

      Section 6.   Transfer.  Subject
to compliance with applicable securities laws and the terms of this 
Section 6, this
Warrant and all rights hereunder are transferable, in whole or in part, without
charge to the Registered Holder, upon surrender of this Warrant with a properly
executed Assignment of Warrant (in the form of Exhibit B
hereto) at the principal office of the Company.

       

      Section 7.   Replacement.  Upon receipt of
evidence reasonably satisfactory to the Company of the ownership and the loss,
theft, destruction or mutilation of this Warrant or any certificate evidencing
this Warrant, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Company, or, in the case of
any such mutilation upon surrender of this Warrant or such certificate, the
Company shall (at the expense of the Registered Holder) execute and deliver in
lieu of this Warrant or such certificate a new warrant or certificate of like
kind representing the same rights represented by such lost, stolen, destroyed or
mutilated Warrant or certificate and dated the date of such lost, stolen,
destroyed or mutilated Warrant or certificate.

       

      Section 8.   Warrant
Register.  The Company shall maintain, at its principal
executive office, books for the registration of this Warrant.  The
Company shall deem and treat the Registered Holder as the absolute owner hereof
for all purposes and shall disregard entirely any assertion or notice to the
contrary.

       

      Section 9.   Fractional Warrant
Shares.  The Company may, but shall not be required to, issue a
fractional Warrant Share upon the exercise hereof.  In the event the
Company elects not to issue such a fractional Warrant Share, any fractional
Warrant Share resulting from the exercise hereof shall be rounded to the nearest
whole Warrant Share and any exercise that would result in the issuance one-half
of one Warrant Share shall be rounded up to the next whole Warrant
Share.

       

      Section 10.   Amendments.  The
terms of this Warrant may be amended by the Company, without the consent of the
Registered Holder, to cure any ambiguity, or to cure, correct or supplement any
defective or inconsistent provision. All other amendments to this Warrant shall
require the written consent of the Company and the Registered
Holder.

       

       

      6

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section 11.   Notices.  All notices,
requests, deliveries, and other communications provided for herein shall be in
writing and shall be effective upon the delivery thereof in person, by
facsimile, or by certified or registered mail, return receipt requested, postage
prepaid and addressed as follows:

       

      If to the Company,
to:

      


      Verecloud,
Inc.

      6560 S.
Greenwood Plaza Blvd., Suite 400

      Englewood,
Colorado 80111

      Fax.:  (___)
_____________

      Attn:
Mike Cookson

       

      with a copy
to:

       

      Brownstein
Hyatt Farber Schreck, LLP

      410
Seventeenth Street, Suite 2200

      Denver,
Colorado 80202

      Fax:
(303) 223-1111

      Attn:
Adam J. Agron

       

      
        If to the Registered Holder,
to:

         

      

       

      Pat and
Ann Burke

    

    
      7026 S. Magnolia Circle

      Centennial,
Colorado 80112

      Fax.:  (___)
_____________

      


      with a copy
to:

       

      Perkins
Coie LLP

      1899
Wynkoop Street

      Denver,
Colorado 80202

      Fax:
(___) ______________

      Attn:
Mary Will, Esq.

      


      or, in
any case, at such other address or addresses as shall have been furnished in
writing to the Company or Registered Holder, as applicable, in accordance with
the provisions of this paragraph.

       

      Section 12.   Descriptive Headings; Governing
Law.

       

      (a)  The
descriptive headings of the several Sections of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant.

       

      (b)  The
construction, validity, enforcement and interpretation of the terms of this
Warrant shall be governed by, and construed in accordance with, the laws of the
State of Colorado, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of Colorado or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Colorado.

       

       

       

      7

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the
Issuance Date listed above.

       

       

      
        
          	 	      
                  COMPANY:

                   

                  VERECLOUD, INC.

                   

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ John
      F. McCawley	 
	 	Name:    
      	John
      F. McCawley	 
	 	Title:	Chief
      Executive Officer	 
	 	 	 	 


        

         

      

       

      


       

      


       

      


       

      


       

      


       

      [Signature
Page to Common Stock Purchase Warrant]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT A TO COMMON STOCK
PURCHASE WARRANT

       

      VERECLOUD,
INC.

      EXERCISE
NOTICE

       

      


       

      Dated:
__________, 20__

       

      


       

      The
undersigned, pursuant to the terms of the attached Warrant (Certificate No.
W-__) and as Registered Holder thereof, hereby exercises its right thereunder to
purchase ___________ Warrant Shares at the Exercise
Price.  Capitalized terms used herein shall have the respective
meanings set forth in the Warrant.

       

      Payment of the Aggregate
Exercise Price (check appropriate boxes):

       

      
        	
                 
      

              	
                The
      Registered Holder intends that payment of the Exercise Price shall be made
      as (check one):

              


      

       

      
        	
                 
      

              	
                [   ]

              	
                “Cash
      Exercise” under Section 2

              


      

       

      
        	
                 
      

              	
                [   ]

              	
                “Cashless
      Exercise” under Section 2

              


      

       

      
        	
                 
      

              	
                If
      the Registered Holder has elected a Cash Exercise (check
    one):

              


      

       

      
        	
                 
      

              	
                [   ]

              	
                Payment
      in the sum of $__________ is enclosed, in accordance with the terms of the
      Warrant; or

              


      

       

      
        	
                 
      

              	
                [   ]

              	
                Payment
      in the sum of $__________ has been wire transferred to the Company,
      Account No. _____________, in accordance with the terms of the
      Warrant.

              


      

       

      


       

       

       

       

      
        
          	 	 	 
	 	Signature:	 [DRAFT – DO NOT
      SIGN]	 
	
                   

                	
                   

                  Address:

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

                                                                                

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       
 

       
 

       

      EXHIBIT B COMMON STOCK
PURCHASE WARRANT

       

      ASSIGNMENT
OF WARRANT

      


       

      FOR VALUE
RECEIVED, _____________________________ hereby sells, assigns and transfers all
of the rights of the undersigned under the attached Warrant (Certificate No.
W-__) with respect to the number of the Warrant Shares covered thereby set forth
below, unto:

       

       

       

      
      

       

      
        	Names of
      Assignee 	  Address	 No. of
      Shares


      

       

       

       

                                                                                                                    

       

       

       

      
        
          	 	 	 
	 	Signature:	 [DRAFT – DO NOT
      SIGN]	 
	
                   

                	
                   

                  Witness

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

                                                                                

      
 

       

      The
Assignee agrees to be bound by the terms of the Warrant.

       

      


      
         

         

        
          
            	 	 	 
	 	Signature:	 [DRAFT – DO NOT
      SIGN]	 
	
                     

                  	
                     

                    Witness