LLC Warrant by bobzepfel

VIEWS: 675 PAGES: 5

Warrant to purchase interest in limited liability company

More Info
									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.

       
								
To top