THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE EXISTENCE OF WHICH EXEMPTION HAS BEEN CONFIRMED BY AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY. THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. Void after 5:00 p.m., on MEMBER INTEREST PURCHASE WARRANT This certifies that, for value received, and its assigns (the “Holder”), is entitled, subject to the provisions of this Member Interest Purchase Warrant (the “Warrant”), to purchase a limited liability company member interest in a limited liability company (the “Company”) consisting of a % member interest in the Company. The member interest acquirable upon exercise hereof will be equivalent to the most senior class of member interests issued or issuable by the Company. This Warrant is exercisable at an exercise price of $ (as adjusted for recapitalizations and similar events); provided, however, that in the event the Company consummates an arm’s length financing round with an unaffiliated third-party for aggregate gross proceeds of at least $ during the next 12 months, then the exercise price of this Warrant shall be based upon the pre-money valuation of the Company determined by such financing round and the % member interest acquirable under this Warrant will be on a post-financing round basis (the “Exercise Price”). 1. Exercise of Warrant. This Warrant may be exercised in whole or in part at any time or from time to time on or after the date hereof, but in any event not later than 5:00 p.m., Mountain Standard Time, on ________ ___, 20__, by presentation and surrender to the Company at its principal executive office or at the office of its transfer agent, if any, of the purchase form annexed hereto (the “Purchase Form”), duly executed and accompanied by payment, in cash or by certified or official bank check, payable to the order of the Company, in the amount (the “Purchase Price”) equal to the Exercise Price. Alternatively, in the Holder’s discretion, the Purchase Price may be satisfied: (i) by cancellation of indebtedness, if any, of the Company or its principals to Holder; or (ii) by cancellation of Holder’s right to acquire a particular portion of the acquirable interest that is then equal to the Exercise Price. If this Warrant is exercised in part only, the Company shall, if this Warrant is surrendered for cancellation, execute and deliver a new Warrant of the same tenor evidencing the right of the Holder to purchase the balance of the underlying interest purchasable hereunder upon the same terms and conditions as herein set forth. Upon and as of receipt by the Company of the Purchase Form at its offices or at the office of the transfer agent of the Company, if any, in proper form for exercise, and accompanied by payment as herein provided, the Holder shall be deemed to be the holder of record of the interest or portion thereof issuable upon such exercise, notwithstanding that the books of the Company may then be closed or that certificates representing such ownership interest may not then be actually delivered to the Holder.
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