0001214659-15-007182 Sample Contracts

COMMON STOCK PURCHASE WARRANT [COMPANY]
Elio Motors, Inc. • October 21st, 2015 • Motor vehicles & passenger car bodies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELIO MOTORS, INC., an Arizona corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • October 21st, 2015 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Arizona

The securities offered hereby are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.

ESCROW SERVICES AGREEMENT
Escrow Services Agreement • October 21st, 2015 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • New York

This Escrow Services Agreement (this “Agreement”) is made and entered into as of <date> by and between FundAmerica Securities, LLC (“FundAmerica Securities”, “Trustee” or “Escrow Agent”), a Delaware limited liability company, and Elio Motors, Inc., an Arizona corporation (Issuer).

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