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[NEWCO, INC.]

CONVERTIBLE PROMISSORY NOTE AGREEMENT

THIS CONVERTIBLE PROMISSORY NOTE AGREEMENT (the “Agreement”) is made

as of __________ __, 20__ (the “Effective Date”) by and among [NEWCO,
INC.], a Delaware corporation (the “Company”), and the persons and entities
named on the Schedule of Purchasers attached hereto (individually, a
“Purchaser” and collectively, the “Purchasers”).

RECITAL

To provide the Company with additional resources to conduct its business, the
Purchasers are willing to loan to the Company in one or more disbursements
up to an aggregate amount of $____________, subject to the conditions
specified herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the representations,

warranties, covenants and conditions set forth below, the Company and each
Purchaser, intending to be legally bound, hereby agree as follows:

1. AMOUNT AND TERMS OF THE LOAN

1.1 The Loan. Subject to the terms of this Agreement, each Purchaser
agrees to lend to the Company at the Closing (as hereinafter defined) the
amount set forth opposite such Purchaser’s name on the Schedule of
Purchasers attached to this Agreement (each, a “Loan Amount”) against the
issuance and delivery by the Company of a convertible promissory note for
such amount, in substantially the form attached hereto as EXHIBIT A (each, a
“Note” and collectively, the “Notes”).

1.
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2. CLOSING AND DELIVERY

2.1 Closing. The closing of the sale and purchase of the Notes (the
“Closing”) shall be held on the Effective Date, or at such other time as the
Company and Purchasers may mutually agree (such date is hereinafter
referred to as the “Closing Date”).

2.2 Subsequent Sales of Notes. At any time on or before the ____1 day
following the Closing, the Company may sell Notes representing up to the
balance of the authorized principal amount not sold at the Closing (the
“Additional Purchasers”). All such sales made at any additional closings
(each an “Additional Closing”) shall be made on the terms and conditions set
forth in this Agreement and (i) the representations and warranties of the
Company set forth in Section 3 hereof shall speak as of the Closing and the
Company shall have no obligation to update any disclosure related thereto,
and (ii) the representations and warranties of the Additional Purchasers in
Section 4 hereof shall speak as of such Additional Closing. This Agreement,
including without limitation, the Schedule of Purchasers, may be amended by
the Company without the consent of Purchasers to include any Additional
Purchasers upon the execution by such Additional Purchasers of a counterpart
signature page hereto. Any Notes sold pursuant to this Section 2.2 shall be
deemed to be “Notes,” for all purposes under this Agreement and any
Additional Purchasers thereof shall be deemed to be “Purchasers” for all
purposes under this Agreement.

2.3 Delivery. At the Closing and each Additional Closing (i) each Purchaser
shall deliver to the Company a check or wire transfer funds in the amount of
such Purchaser’s Loan Amount; and (ii) the Company shall issue and deliver to
each Purchaser a Note in favor of such Purchaser payable in the principal
amount of such Purchaser’s Loan Amount.

1
Note: Typically this would be 180 days or fewer from the initial Closing.

2.
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3. REPRESENTATIONS, WARRANTIES THE COMPANY

The Company hereby represents and warrants to each Purchaser as of the

Closing as follows:

3.1 Organization, Good Standing and Qualification. The Company is a

corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Company has the requisite corporate
power to own and operate its properties and assets and to carry on its
business as now conducted and as proposed to be conducted. The Company
is duly qualified and is authorized to do business and is in good standing as a
foreign corporation in all jurisdictions in which the nature of its activities and of
its properties (both owned and leased) makes such qualification necessary,
except for those jurisdictions in which failure to do so would not have a
material adverse effect on the Company or its business.

3.2 Corporate Power. The Company has all requisite corporate power to
execute and deliver this Agreement, to issue each Note (collectively, the “Loan
Documents”) and to carry out and perform its obligations under the terms of
the Loan Documents.

3.3 Authorization. All corporate action on the part of the Company, its
directors and its stockholders necessary for the authorization of the Loan
Documents and the execution, delivery and performance of all obligations of
the Company under the Loan Documents, including the issuance and delivery
of the Notes and the reservation of the equity securities issuable upon
conversion of the Notes (collectively, the “Conversion Securities”) has been
taken or will be taken prior to the issuance of such Conversion Securities. The
Loan Documents, when executed and delivered by the Company, shall
constitute valid and binding obligations of the Company enforceable in
accordance with their terms, subject to laws of general application relating to
bankruptcy, insolvency, the relief of debtors and, with respect to rights to
indemnity, subject to federal and state securities laws. The Conversion

3.
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Securities, when issued in compliance with the provisions of the Loan

Documents will be validly issued, fully paid and nonassessable and free of any
liens or encumbrances and issued in compliance with all applicable federal
and securities laws.

3.4 Governmental Consents. All consents, approvals, orders, or

authorizations of, or registrations, qualifications, designations, declarations, or
filings with, any governmental authority, required on the part of the Company in
connection with the valid execution and delivery of this Agreement, the offer,
sale or issuance of the Notes and the Conversion Securities issuable upon
conversion of the Notes or the consummation of any other transaction
contemplated hereby shall have been obtained and will be effective at such
time as required by such governmental authority.

3.5 Compliance with Laws. To its knowledge, the Company is not in

violation of any applicable statute, rule, regulation, order or restriction of any
domestic or foreign government or any instrumentality or agency thereof in
respect of the conduct of its business or the ownership of its properties, which
violation would materially and adversely affect the business, assets, liabilities,
financial condition or operations of the Company.

3.6 Compliance with Other Instruments. The Company is not in violation

or default of any term of its certificate of incorporation or bylaws, or of any
provision of any mortgage, indenture or contract to which it is a party and by
which it is bound or of any judgment, decree, order or writ, other than such
violations that would not individually or in the aggregate have a material
adverse effect on the Company. The execution, delivery and performance of
the Loan Documents, and the consummation of the transactions contemplated
by the Loan Documents will not result in any such violation or be in conflict
with, or constitute, with or without the passage of time and giving of notice,
either a default under any such provision, instrument, judgment, decree, order
or writ or an event that results in the creation of any lien, charge or

4.
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encumbrance upon any assets of the Company or the suspension, revocation,

impairment, forfeiture, or nonrenewal of any material permit, license,
authorization or approval applicable to the Company, its business or
operations or any of its assets or properties. The sale of the Notes and the
subsequent issuance of the Conversion Securities are not and will not be
subject to any preemptive rights or rights of first refusal that have not been
properly waived or complied with.

3.7 Offering. Assuming the accuracy of the representations and warranties

of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of
the Notes and the Conversion Securities (collectively, the “Securities”) are
and will be exempt from the registration and prospectus delivery requirements
of the Securities Act of 1933, as amended (the “Act”), and have been
registered or qualified (or are exempt from registration and qualification) under
the registration, permit, or qualification requirements of all applicable state
securities laws.

3.8 Use of Proceeds. The Company shall use the proceeds of sale and
issuance of the Notes for the operations of its business, and not for any
personal, family or household purpose.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

4.1 Purchase for Own Account. Each Purchaser represents that it is

acquiring the Securities solely for its own account and beneficial interest for
investment and not for sale or with a view to distribution of the Securities or
any part thereof, has no present intention of selling (in connection with a
distribution or otherwise), granting any participation in, or otherwise distributing
the same, and does not presently have reason to anticipate a change in such
intention.

4.2 Information and Sophistication. Without lessening or obviating the

representations and warranties of the Company set forth in Section 3, each

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Purchaser hereby: (i) acknowledges that it has received all the information it
has requested from the Company and it considers necessary or appropriate for
deciding whether to acquire the Securities, (ii) represents that it has had an
opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of the offering of the Securities and to obtain any
additional information necessary to verify the accuracy of the information given
the Purchaser and (iii) further represents that it has such knowledge and
experience in financial and business matters that it is capable of evaluating the
merits and risk of this investment.

4.3 Ability to Bear Economic Risk. Each Purchaser acknowledges that

investment in the Securities involves a high degree of risk, and represents that
it is able, without materially impairing its financial condition, to hold the
Securities for an indefinite period of time and to suffer a complete loss of its
investment.

4.4 Further Limitations on Disposition. Without in any way limiting the

representations set forth above, each Purchaser further agrees not to make
any disposition of all or any portion of the Securities unless and until:

(a) There is then in effect a Registration Statement under the Act covering
such proposed disposition and such disposition is made in accordance with
such Registration Statement; or

(b) The Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and if reasonably
requested by the Company, such Purchaser shall have furnished the Company
with an opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration under the Act or any applicable state
securities laws, provided that no such opinion shall be required for dispositions
in compliance with Rule 144, except in unusual circumstances.

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(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no

such registration statement or opinion of counsel shall be necessary for a
transfer by such Purchaser to a partner (or retired partner) or member (or
retired member) of such Purchaser in accordance with partnership or limited
liability company interests, or transfers by gift, will or intestate succession to
any spouse or lineal descendants or ancestors, if all transferees agree in
writing to be subject to the terms hereof to the same extent as if they were
Purchasers hereunder.

4.5 Accredited Investor Status. Each Purchaser is an “accredited

investor” as such term is defined in Rule 501 under the Act.

5. FURTHER AGREEMENTS

5.1 “Market Stand-Off” Agreement. Each Purchaser agrees that such

Purchaser shall not sell, transfer, make any short sale of, grant any option for
the purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale, any Common Stock (or other securities) of the
Company held by such Purchaser (other than those included in the
registration) during the 180-day period following the effective date of the
Company’s first firm commitment underwritten public offering of its Common
Stock registered under the Securities Act (or such longer period as the
underwriters or the Company shall request in order to facilitate compliance
with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar
rule or regulation), provided that all officers and directors of the Company are
bound by and have entered into similar agreements. Each Purchaser agrees
to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriters that are consistent with the
Purchaser’s obligations under Section 5.1 or that are necessary to give further
effect to this Section 5.1. In addition, if requested by the Company or the
representative of the underwriters of Common Stock (or other securities) of the
Company, each Purchaser shall provide, within 10 days of such request, such

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information as may be required by the Company or such representative in

connection with the completion of any public offering of the Company’s
securities pursuant to a registration statement filed under the Act. The
obligations described in this Section 5.1 shall not apply to a registration
relating solely to employee benefit plans on Form S-1 or Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely to
a transaction on Form S-4 or similar forms that may be promulgated in the
future.

5.2 Further Assurances. Each Purchaser agrees and covenants that at

any time and from time to time it will promptly execute and deliver to the
Company such further instruments and documents and take such further
action as the Company may reasonably require in order to carry out the full
intent and purpose of this Agreement and to comply with state or federal
securities laws or other regulatory approvals.

6. MISCELLANEOUS

6.1 Binding Agreement. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, expressed or implied, is
intended to confer upon any third party any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

6.2 Governing Law. This Agreement shall be governed by and construed

under the laws of the State of Colorado as applied to agreements among
Colorado residents, made and to be performed entirely within the State of
Colorado, without giving effect to conflicts of laws principles.

6.3 Counterparts. This Agreement may be executed in two or more

counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

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6.4 Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

6.5 Notices. All notices required or permitted hereunder shall be in writing

and shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, (c) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the
Company at the address on the signature page below, and to Purchaser at the
addresses set forth on the Schedule of Purchasers attached hereto or at such
other addresses as the Company or Purchaser may designate by 10 days
advance written notice to the other parties hereto.

6.6 Modification; Waiver. No modification or waiver of any provision of

this Agreement or consent to departure therefrom shall be effective only upon
the written consent of the Company and the holders of the Notes representing
a majority of the aggregate principal amount of all Notes then outstanding (the
“Requisite Holders”). Any provision of the Notes may be amended or waived
by the written consent of the Company and the Requisite Holders.

6.7 Expenses. The Company and each Purchaser shall each bear its
respective expenses and legal fees incurred with respect to this Agreement
and the transactions contemplated herein.

6.8 Delays or Omissions. It is agreed that no delay or omission to

exercise any right, power or remedy accruing to each Purchaser, upon any
breach or default of the Company under the Loan Documents shall impair any
such right, power or remedy, nor shall it be construed to be a waiver of any
such breach or default, or any acquiescence therein, or of or in any similar

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breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. It is further agreed that any waiver, permit,
consent or approval of any kind or character by Purchaser of any breach or
default under this Agreement, or any waiver by any Purchaser of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in writing and that all remedies,
either under this Agreement, or by law or otherwise afforded to the Purchaser,
shall be cumulative and not alternative.

6.9 Entire Agreement. This Agreement and the Exhibits hereto constitute
the full and entire understanding and agreement between the parties with
regard to the subjects hereof and no party shall be liable or bound to any other
party in any manner by any representations, warranties, covenants and
agreements except as specifically set forth herein.

[signature page follows]

10.
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IN WITNESS WHEREOF, the parties have executed this CONVERTIBLE
PROMISSORY NOTE PURCHASE AGREEMENT as of the date first written above.

COMPANY:

[NEWCO, INC.]

By:
Name:
Title:

Address:

357760 v3/CO
IN WITNESS WHEREOF, the parties have executed this CONVERTIBLE
PROMISSORY NOTE PURCHASE AGREEMENT as of the date first written above.

PURCHASER:

(Entity name, if applicable)

By:
Name:
Title:

Address:

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SCHEDULE OF PURCHASERS

Name and Address Loan Amount

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EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

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