Legacy Warrant to purchase shares of common stock issued to Dilum Dunuwila



 Exhibit 10.5 
 LEGACY WARRANT CERTIFICATE NUMBER LW-42 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF DNP GREEN TECHNOLOGY, INC. THAT SUCH LEGACY WARRANTS MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO DNP GREEN TECHNOLOGY, INC., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULES 901 THROUGH 905 (INCLUDING PRELIMINARY NOTES) OF REGULATION S UNDER THE U.S.
SECURITIES ACT (“REGULATION S”), OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE (C), THE HOLDER
HAS FURNISHED TO DNP GREEN TECHNOLOGY, INC. WITH EVIDENCE REASONABLY SATISFACTORY TO DNP GREEN TECHNOLOGY, INC., TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE COMMON SHARES OF THE COMPANY MAY NOT BE CONDUCTED, DIRECTLY OR INDIRECTLY, UNLESS IN
COMPLIANCE WITH THE U.S. SECURITIES ACT. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR TRANSFERRED TO A US PERSON (OR FOR THE ACCOUNT OR BENEFIT OF A US PERSON) OR INTO THE UNITED STATES EXCEPT PURSUANT TO A
REGISTRATION STATEMENT OR TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 THE COMMON SHARES FOR WHICH
THIS LEGACY WARRANT IS EXERCISABLE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGACY WARRANT MAY NOT BE EXERCISED WITHIN THE UNITED STATES OR BY OR ON BEHALF OF ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) UNLESS SUCH COMMON SHARES ARE REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS EXEMPTIONS FROM SUCH REGISTRATIONS ARE AVAILABLE. 

LEGACY WARRANT TO PURCHASE SHARES 
  

			
	LW-42	  	April 17, 2009

 This Legacy Warrant is issued to Dilum Dunuwila (the “Holder”), by DNP Green Technology, Inc.,
a Delaware Corporation (the “Corporation”) in connection with the spin-off transaction recently completed, pursuant to which Diversified Natural Products, Inc. (“DNP”) transferred its succinic acid business into the Corporation.
Pursuant to the agreements entered into between DNP and the Corporation, each holder of an option or warrant to purchase DNP common stock is entitled to receive a legacy warrant to purchase a number of shares of common stock of the Corporation equal
to one-one hundredth (1/100) of the number of shares of common stock which such holder is entitled to purchase under his or her option or warrant to purchase DNP common stock. 

1. Purchase of Shares. Subject to the terms and conditions set forth herein, the Holder is entitled, upon surrender of this Legacy
Warrant at the principal office of the Corporation (or at such other place as the Corporation shall notify the Holder hereof in writing), to purchase from the Corporation 100 common shares of its share capital, in consideration of a payment of
US$37.52 per common share (the “Exercise Price”), until 5:00 pm ET, on July 25, 2016. 







 LEGACY WARRANT CERTIFICATE NUMBER LW-42 

2. Method of Exercise. While this Legacy Warrant remains outstanding and exercisable in accordance with Section 1 above, the
Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: 
  

	 	(i)	the surrender of the Legacy Warrant, together with a notice of exercise to the Secretary of the Corporation at its principal offices; and 


 

	 	(ii)	the payment to the Corporation of an amount equal to the aggregate Exercise Price for the number of shares being purchased. 


3. Certificates for Shares. Upon the exercise of the purchase rights evidenced by this Legacy Warrant, one or more certificates
for the number of shares so purchased shall be issued as soon as practicable thereafter, and in any event within ten (10) days of the delivery of the subscription notice. 
 4. Issuance of Shares. The Corporation covenants that the shares, when issued pursuant to the exercise of this Legacy Warrant, will be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens, hypothecs and charges with respect to the issuance thereof. 
 5. Adjustment of Exercise Price and
Number of Shares. The number of and kind of securities purchasable upon exercise of this Legacy Warrant and the Exercise Price shall be subject to adjustment from time to time as follows: 

(a) Subdivisions, Combinations and Other Issuances. If the Corporation shall at any time prior to the expiration of this Legacy
Warrant subdivide the shares, by split-up or otherwise, or combine its shares, or issue additional shares of its shares as a dividend, the number of shares issuable on the exercise of this Legacy 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 purchase price payable per share, but the aggregate purchase price payable for the total
number of shares purchasable under this Legacy Warrant (as adjusted) shall remain the same. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, 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. 
 (b)
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of the Corporation (other than as a result of a subdivision, combination, or stock dividend provided
for in Section 6(a) above), then the Corporation shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this Legacy Warrant to purchase, at a total price equal to that payable upon the
exercise of this Legacy Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares as were purchasable by
the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be
applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price
shall remain the same. 







 LEGACY WARRANT CERTIFICATE NUMBER LW-42 

(c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of
the Legacy Warrant, or in the Exercise Price, the Corporation shall promptly notify the Holder of such event and of the number of shares or other securities or property thereafter purchasable upon exercise of this Legacy Warrant. 

6. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Legacy Warrant, but in lieu of such fractional shares the Corporation shall make a cash payment therefor on the basis of the Exercise Price then in effect. 
 7. Representations of the Corporation. The Corporation represents that all corporate actions on the part of the Corporation, its officers, directors and stockholders necessary for the sale and
issuance of this Legacy Warrant have been taken. 
 8. Notices. All notices, requests, demands, consents, instructions or
other communications required or permitted hereunder shall in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Subscription Agreement, or at such other address or facsimile number as
the Corporation shall have furnished to the Holder in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being
delivered by facsimile (with receipt of appropriate confirmation), (iv) two business days after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited with US Post, first class with
postage prepaid. 
 9. Legend. The certificate or certificates representing Shares issued upon an exercise of the Legacy
Warrants shall bear the language contained in the first three paragraphs of the legend appearing on the first page of this certificate. 
 10. Governing Law. This Legacy Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the state of Delaware
and the laws of United States of America applicable therein. 
 Issued as of this 17th day of April, 2009. 

 

			
	DNP GREEN TECHNOLOGY, INC.
		
	By:	 	 /s/ Jean-François Huc

		 	Jean-François Huc, President









 LEGACY WARRANT CERTIFICATE NUMBER LW-42 

EXHIBIT A 
 NOTICE OF EXERCISE 
  

	TO:	DNP GREEN TECHNOLOGY, INC. 

 1.
The undersigned hereby elects to purchase                      Common Shares of DNP Green Technology, Inc. pursuant to the terms of the
attached Legacy Warrant. 
 2. The undersigned tenders herewith payment in full for the purchase price of the shares being
purchased, together with all applicable transfer taxes, if any. 
 3. Please issue a certificate or certificates representing
said Shares in the name of the undersigned or in such other name as is specified below: 
  

 
 (Name)

  
  

 
  

(Address) 
 In
order to exercise any Legacy Warrants represented by this certificate, the person exercising this Legacy Warrant must check one of the following: 
 [PLEASE CHECK ONE] 
  

	 ̈	 	 The undersigned holder certifies that (i) at the time of exercise of these Legacy Warrants it is not in the United States; (ii) it is not a
“U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and is not exercising these Legacy Warrants on behalf of a person in the U.S. or a “U.S.
person”; (iii) it did not execute or deliver this Legacy Warrant Exercise Form in the United States; and (iv) it executed and delivered to the Corporation a form of subscription agreement satisfactory to the Corporation; or



  

	 ̈	 	 The undersigned provides a satisfactory evidence to the effect that the Legacy Warrant and the securities delivered upon exercise thereof have been
registered under the U.S. Securities Act or are exempt from registration thereunder. 


  

							
		  		  	  
	  	
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