EXHIBIT 4.3






 


THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INCEPTION MINING INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


INCEPTION
MINING INC.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


1.Issuance.
In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without
limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged
by Inception Mining Inc., a Nevada corporation (“Company”); Typenex
Co-Investment, LLC, a Utah limited liability company, its successors and/or registered assigns (“Investor”),
is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the
last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”),
a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par
value $0.00001 per share (the “Common Stock”), equal to $57,500.00 divided by the Market Price (as defined
in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this
Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms
of that certain Securities Purchase Agreement dated September 24, 2014, to which Company and Investor are parties (as the same
may be amended from time to time, the “Purchase Agreement”).


 


Unless
otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase
Agreement.


 


This
Warrant was originally issued to Investor on September 24, 2014 (the “Issue Date”). For the avoidance of doubt,
the Purchase Price constitutes payment in full for this Warrant.


 


2.Exercise
of Warrant.


 


2.1.General.


 


(a)This
Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration
Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email or facsimile transmission)
a completed and duly executed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice
of Exercise”). The date such Notice of Exercise is either faxed, emailed or delivered to Company shall be the “Exercise
Date,” provided that, if such exercise represents the full exercise of the outstanding balance of this Warrant, Investor
shall tender this Warrant to Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant
to the Notice of Exercise have been delivered to Investor as of such date. The Notice of Exercise shall be executed by Investor
and shall indicate (i) the number of Delivery Shares (as defined below) to be issued pursuant to such exercise, and (ii) if applicable
(as provided below), whether the exercise is a cashless exercise.


 




    	1



    	 



    


 


For
purposes of this Warrant, the term “Trading Day” means any day during which the principal market on which the
Common Stock is traded (the “Principal Market”) shall be open for business.


 


(b)Notwithstanding
any other provision contained herein or in any other Transaction Document to the contrary, at any time prior to the Expiration
Date, Investor may elect a “cashless” exercise of this Warrant for any Warrant Shares whereby Investor shall be entitled
to receive a number of shares of Common Stock equal to (i) the excess of the Current Market Value (as defined below) over the
aggregate Exercise Price of the Exercise Shares (as defined below), divided by (ii) the Adjusted Price of the Common Stock (as
defined below).


 


For
the purposes of this Warrant, the following terms shall have the following meanings:


 


“Adjusted
Price of the Common Stock” shall mean the lower of (i) the Conversion Price (as defined in the Note), as such Conversion
Price may be adjusted from time to time pursuant to the terms of the Note (solely for the purpose of determining the then-current
Conversion Price under this definition of “Adjusted Price of the Common Stock,” each cashless exercise of this Warrant
shall be deemed a conversion under the Note), and (ii) the Market Price (as defined in the Note), without regard to whether the
Note remains outstanding or has been fully repaid, cancelled or otherwise retired, on any relevant Exercise Date.


 


“Current
Market Value” shall mean an amount equal to the Market Price of the Common Stock (as defined below), multiplied by the
number of Exercise Shares specified in the applicable Notice of Exercise.


 


“Closing
Price” shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading
Day(s), as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock,
a comparable reporting service of national reputation selected by Investor and reasonably acceptable to Company) (“Bloomberg”)
for the relevant date.


 


“Delivery
Shares” means those shares of Common Stock issuable and deliverable upon the exercise of this Warrant.


 


“Exercise
Price” shall mean $1.40 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms
and conditions of this Warrant.


 


“Exercise
Shares” shall mean those Warrant Shares subject to an exercise of the Warrant by Investor. By way of illustration only
and without limiting the foregoing, if (i) the Warrant is initially exercisable for 4,180,000 Warrant Shares and Investor has
not previously exercised the Warrant, and (ii) Investor were to make a cashless exercise with respect to 5,000 Warrant Shares
pursuant to which 6,000 Delivery Shares would be issuable to Investor, then (1) the Warrant shall be deemed to have been exercised
with respect to 5,000 Exercise Shares, (2) the Warrant would remain exercisable for 4,175,000 Warrant Shares, and (3) the Warrant
shall be deemed to have been exercised with respect to 6,000 Delivery Shares.


 


“Market
Price of the Common Stock” shall mean the higher of: (i) the Closing Price of the Common Stock on the Issue Date; and
(ii) the VWAP (as defined below) of the Common Stock for the Trading Day that is two (2) Trading Days prior to the Exercise Date.


 




    	2



    	 



    


 


“Note”
shall mean that certain Convertible Promissory Note issued by Company to Investor pursuant to the Purchase Agreement, as the same
may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory
note.


 


“Transaction
Documents” or “Transaction Document” shall have the meaning set forth in the Purchase Agreement.


 


“VWAP”
shall mean the volume-weighted average price of the Common Stock on the Principal Market for a particular Trading Day or set of
Trading Days, as the case may be, as reported by Bloomberg.


 


(c)If
the Notice of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately preceding
subsection (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock for the Delivery
Shares shall be payable, at the election of Investor, in cash or by certified or official bank check or by wire transfer in accordance
with instructions provided by Company at the request of Investor.


 


(d)Upon
the appropriate payment to Company, if any, of the Exercise Price for the Delivery Shares, Company shall promptly, but in no case
later than the date that is three (3) Trading Days following the date the Exercise Price is paid to Company (or with respect to
a “cashless exercise,” the date that is three (3) Trading Days following the Exercise Date) (the “Delivery
Date”), provided that the Common Stock is then DTC Eligible (as defined in the Note), deliver or cause Company’s
Transfer Agent (as defined in the Note) to deliver to Investor or its broker (as designated in the Notice of Exercise), via reputable
overnight courier, a certificate, registered in the name of Investor or its designee, representing DTC Eligible Common Stock equal
to the applicable number of Delivery Shares. If the Common Stock is not DTC Eligible at such time, such shall constitute a breach
of this Warrant (and thus an Event of Default under the Note), and Company shall instead, on or before the applicable date set
forth above in this subsection, issue and deliver to Investor or its broker (as designated in the Notice of Exercise), via reputable
overnight courier, a certificate, registered in the name of Investor or its designee, representing the applicable number of Delivery
Shares. For the avoidance of doubt, Company has not met its obligation to deliver Delivery Shares within the required timeframe
set forth above unless Investor or its broker, as applicable, has actually received the certificate representing the applicable
Delivery Shares no later than the close of business on the latest possible delivery date pursuant to the terms set forth above.


 


(e)If
Delivery Shares are delivered later than as required under subsection (d) immediately above, Company agrees to pay, in addition
to all other remedies available to Investor in the Transaction Documents, a late charge equal to the greater of (i) $500.00 and
(ii) 2% of the product of (1) the sum of the number of shares of Common Stock not issued to Investor on a timely basis and to
which Investor is entitled multiplied by (2) the closing bid price of the Common Stock on the Trading Day immediately preceding
the last possible date which Company could have issued such shares of Common Stock to Investor without violating this Warrant,
per Trading Day until such Delivery Shares are delivered (the “Late Fees”). Company shall pay any Late Fees
incurred under this subsection in immediately available funds upon demand; provided, however, that, at the option of Investor
(without notice to Company), such amount owed may be added to the principal amount of the Note. Furthermore, in addition to any
other remedies which may be available to Investor, in the event that Company fails for any reason to effect delivery of the Delivery
Shares as required under subsection (d) immediately above, Investor may revoke all or part of the relevant Warrant exercise by
delivery of a notice to such effect to Company, whereupon Company and Investor shall each be restored to their respective positions
immediately prior to the exercise of the relevant portion of this Warrant, except that the Late Fees described above shall be
payable through the date notice of revocation or rescission is given to Company. Finally, as liquidated damages in the event Company
fails to deliver any Delivery Shares to Investor for a period of ninety (90) days from the Delivery Date, Investor may elect,
in its sole discretion, to stop the accumulation of the Late Fees as of such date and require Company to pay to Investor a cash
amount equal to (i) the total amount of all Late Fees that have accumulated prior to the date of Investor’s election, plus
(ii) the product of the number of Delivery Shares deliverable to Investor on such date if it were to exercise this Warrant with
respect to the remaining number of Exercise Shares as of such date multiplied by the closing price of the Common Stock on the
Delivery Date (the “Cash Settlement Amount”). At such time that Investor makes an election to require Company
to pay to it the Cash Settlement Amount, such obligation of Company shall be a valid and binding obligation of Company and shall
for all purposes be deemed to be a debt obligation of Company owed to Investor as of the date it makes such election. Upon Company’s
payment of the Cash Settlement Amount to Investor, the Warrant shall be deemed to have been satisfied and Investor shall return
the original Warrant to Company for cancellation. In addition, and for the avoidance of doubt, even if Company could not deliver
the number of Delivery Shares deliverable to Investor if it were to exercise this Warrant with respect to the remaining number
of Exercise Shares on the date of repayment due to the provisions of Section 2.2, the provisions of Section 2.2 will not apply
with respect to Company’s payment of the Cash Settlement Amount.


 




    	3



    	 



    


 


(f)Investor
shall be deemed to be the holder of the Delivery Shares issuable to it in accordance with the provisions of this Section 2.1 on
the Exercise Date.


 


2.2.Ownership
Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents, if at any
time Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would
cause Investor (together with its affiliates) to own a number of shares exceeding 4.99% of the number of shares of Common Stock
outstanding on such date (the “Maximum Percentage”), Company must not issue to Investor shares of the Common
Stock which would exceed the Maximum Percentage. The shares of Common Stock issuable to Investor that would cause the Maximum
Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Company
will reserve the Ownership Limitation Shares for the exclusive benefit of Investor. From time to time, Investor may notify Company
in writing of the number of the Ownership Limitation Shares that may be issued to Investor without causing Investor to exceed
the Maximum Percentage. Upon receipt of such notice, Company shall be unconditionally obligated to immediately issue such designated
shares to Investor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing,
the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization of the
Common Stock is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%”
is replaced with “9.99%” pursuant to the preceding sentence, such change to “9.99%” shall be permanent.
For purposes of this Warrant, the term “Market Capitalization of the Common Stock” shall mean the product equal
to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days,
multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on Company’s most recently filed
Form 10-Q or Form 10-K. By written notice to Company, Investor may increase, decrease or waive the Maximum Percentage as to itself
but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is
enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.


 


3.Mutilation
or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the
case of mutilation) upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 




    	4



    	 



    


 


4.Rights
of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in Company, either
at law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those expressed in
this Warrant and are not enforceable against Company except to the extent set forth herein.


 


5.Protection
Against Dilution and Other Adjustments.


 


5.1.Capital
Adjustments. If Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up
or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number
of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the
case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the Exercise Price, Conversion Price (in the event of a cashless exercise), and other applicable amounts,
but the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall
remain the same. Any adjustment under this Section 5.1 shall become effective automatically 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.


 


5.2.Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock
of Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then Company
shall make appropriate provision so that Investor shall have the right at any time prior to the expiration of this Warrant to
purchase, at a total price equal to that payable upon the exercise of this 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 of Common Stock as were purchasable by Investor 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 Investor 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 Warrant Share payable hereunder, provided
the aggregate purchase price shall remain the same.


 


5.3.Subsequent
Equity Sales. If Company or any subsidiary thereof, as applicable, at any time and from time to time while this Warrant is
outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, sell
or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock (including any
Common Stock issued under the Note, whether upon any type of conversion or any Deemed Issuance (as defined in the Note)), preferred
shares convertible into Common Stock, or debt, warrants, options or other instruments or securities which are convertible into
or exercisable for shares of Common Stock (together herein referred to as “Equity Securities”), at an effective
price per share less than the Exercise Price (such lower price, the “Base Share Price” and such issuance collectively,
a “Dilutive Issuance”) (if the holder of the Common Stock or Equity Securities so issued shall at any time,
whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options, or rights per share which are issued in connection with such issuance, be entitled to receive shares
of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance), then (a) the Exercise Price shall be reduced and only
reduced to equal the Base Share Price, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be
increased to an amount equal to the number of Warrant Shares Investor could purchase hereunder for an aggregate Exercise Price,
as reduced pursuant to subsection (a) above, equal to the aggregate Exercise Price payable immediately prior to such reduction
in Exercise Price, provided that the increase in the number of Exercise Shares issuable under to this Warrant made pursuant to
this Section 5.3 shall not at any time exceed a number equal to three (3) times the number of Exercise Shares issuable under this
Warrant as of the Issue Date (for the avoidance of doubt, the foregoing cap on the number of Exercise Shares issuable hereunder
shall only apply to adjustments made pursuant to this Section 5.3 and shall not apply to adjustments made pursuant to Sections
5.1, 5.2 or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities
are issued. Company shall notify Investor, in writing, no later than the Trading Day following the issuance of any Common Stock
or Equity Securities subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price,
exchange price, conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the
occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance, Investor is entitled to receive the increased number
of Warrant Shares provided for in subsection (b) above at an Exercise Price equal to the Base Share Price regardless of whether
Investor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive
Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased
pursuant to subsection (b) above, and all references in this Warrant to “Exercise Price” shall be a reference to the
Exercise Price as reduced pursuant to subsection (a) above, as the same may occur from time to time hereunder.


 




    	5



    	 



    


 


5.4.Notice
of Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made in the number
or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, Company shall
promptly notify Investor of such event and of the number of Warrant Shares or other securities or property thereafter purchasable
upon exercise of this Warrant.


 


5.5.Exceptions
to Adjustment. Notwithstanding the provisions of Sections 5.3 and 5.4, no adjustment to the Exercise Price shall be effected
as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (a) Company’s issuance
of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances
are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration
rights, and (b) Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees,
directors, officers and consultants, authorized by Company’s board of directors pursuant to plans or agreements which are
authorized, constituted or in effect as of the Issue Date.


 


6.Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of
this Warrant, Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute
such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of
(a) the consideration received or receivable by Company for any additional shares of Common Stock issued or sold or deemed to
have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise
Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. Company will forthwith mail a copy of each
such certificate to Investor and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof. Nothing in this
Section 6 shall be deemed to limit any other provision contained herein.


 




    	6



    	 



    


 


7.Transfer
to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. None
of the Warrant Shares may be sold, transferred, pledged or hypothecated without (a) an effective registration statement under
the 1933 Act relating to such security or (b) an opinion of counsel reasonably satisfactory to Company that registration is not
required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer
of any security to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate
for this Warrant and any Warrant Shares shall contain a legend, in form and substance satisfactory to counsel for Company, setting
forth the restrictions on transfer contained in this Section 7; provided, however, that Company acknowledges and agrees
that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered hereunder as such Common Stock
is cleared and converted into electronic shares by the DTC (as defined in the Note), and nothing contained herein shall be interpreted
to the contrary. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this
Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and
submitted to Company. Upon receipt of the duly executed Transferor Assignment, Company shall register the transferee thereon as
the new holder on the books and records of Company and such transferee shall be deemed a “registered holder” or “registered
assign” for all purposes hereunder, and shall have all the rights of Investor.


 


8.Warrant
Agent. Company may, by written notice to Investor, appoint an agent (a “Warrant Agent”) for the purpose
of issuing shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant hereto, and
replacing this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as
the case may be, shall be made at such office by such Warrant Agent.


 


9.Transfer
on Company’s Books. Until this Warrant is transferred on the books of Company, Company may treat Investor as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.


 


10.Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


 


11.Supplements
and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the
parties hereto. This Warrant, together with the Purchase Agreement and all the other Transaction Documents, taken together, contain
the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations,
warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained
herein and therein.


 


12.Governing
Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Utah, without giving effect
to the principles thereof regarding the conflict of laws.


 


13.Waiver
of Jury Trial. COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER
EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION.
FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 




    	7



    	 



    


 


14.Purchase
Agreement; Arbitration of Disputes. This Warrant is subject to the terms, conditions and general provisions of the Purchase
Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions set forth as an Exhibit
to the Purchase Agreement.


 


15.Remedies.
The remedies at law of Investor under this Warrant in the event of any default or threatened default by Company in the performance
of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies
available to Investor in the Transaction Documents, at law or equity, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.


 


16.Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the same instrument. Signatures delivered via facsimile
or email shall be considered original signatures for all purposes hereof.


 


17.Attorneys’
Fees. In the event of any arbitration, litigation or dispute arising from this Warrant, the parties agree that the party who
is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional
award of the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with arbitration
or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.
Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous
or bad faith pleading.


 


18.Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified
to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other
jurisdiction.


 


19.Time
of the Essence. Time is expressly made of the essence with respect to each and every provision of this Warrant.


 


20.Descriptive
Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


[Remainder
of page intentionally left blank; signature page follows]


 




    	8



    	 



    


 


IN
WITNESS WHEREOF, Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.


 


	 	COMPANY:
	 	 
	 	Inception Mining
    Inc.
	 	 	 
	 	By:	/s/
    Michael Ahlin
	 	Printed Name: Michael Ahlin
	 	Title: CEO





 


[Signature
Page to Warrant]


 






    	 



    	 



    

  


EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


	TO:	INCEPTION
    MINING INC.
	 	ATTN:
    _______________
	 	VIA
    FAX TO: ( )______________


 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated
as of September 24, 2014 (the “Warrant”), to purchase shares of the common stock, $0.00001 par value (“Common
Stock”), of INCEPTION MINING INC., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


	_______	CASH: $__________________________ = (Exercise Price x Delivery Shares)
	 	 	 	 
	_______	Payment is being made by:	 
	 	_____
    	 	enclosed
    check 
	 	_____	 	wire
    transfer 
	 	_____	 	other
	 	 	 	 
	_______	CASHLESS EXERCISE:	 
	 	 	 	 
	 	Net number of Delivery Shares to be issued to Investor: ______*


 


	 	*
    based on:	Current
    Market Value - (Exercise Price x Exercise Shares)
	 	 	 Adjusted
    Price of the Common Stock



 

	 	 	Where:	 	 
	 	 	Market
    Price of the Common Stock [“MP”] 	 =	$____________
	 	 	Exercise
    Shares	 =	_____________
	 	 	Current
    Market Value [MP x Exercise Shares] 	 =	$____________
	 	 	Exercise
    Price	 =	$____________
	 	 	Adjusted
    Price of the Common Stock	 =	$____________


 


Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It
is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s
right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, Investor would receive more shares of Common Stock than permitted
under Section 2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever,
that Investor could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.


 


As
contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above.


 




    	Exhibit A to Warrant, Page 1



    	 



    


 


If
this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, Investor will surrender (or cause
to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after
the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor.


 


So
that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common
Stock equal in number to the Delivery Shares to:


 


Name:
______________________________________


Address:
_____________________________________



                 _____________________________________


 


To
the extent the Delivery Shares are not DTC Eligible, please deliver a certificate representing non-DTC Eligible Common Stock equal
in number to the Delivery Shares to the party and address set forth immediately above.


 


	Dated:	 	 
	 	 	 
	 	 	 
	[Name of Investor]	 
	 	 	 
	By:	 	 



 



    	Exhibit A to Warrant, Page 2



    	 



    


 


EXHIBIT
B


 


FORM
OF TRANSFEROR ENDORSEMENT


(To
be signed only on transfer of the Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the Warrant to Purchase Shares of Common Stock dated as of September 24, 2014 (the “Warrant”)
to purchase the percentage and number of shares of common stock, $0.00001 par value (“Common Stock”), of INCEPTION
MINING INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s), and appoints each such person attorney-in-fact to transfer the undersigned’s respective
right on the books of INCEPTION MINING INC. with full power of substitution.


 


	Transferees	 	Percentage
    Transferred 	 	Number
    Transferred


 


Dated:___________,
______


 


	 	______________________________
	 	[Transferor
    Name must conform to the name of Investor as specified on the face of the Warrant]



 

	 	By:	 
	 	Name:	 



 

	Signed
    in the presence of:	 
	 	 
	 	 
	(Name)	 
	 	 
	ACCEPTED
    AND AGREED:	 
	 	 
	 	 
	[TRANSFEREE]
    	 



 


	By:	 	 
	Name:	 	 




 






    	Exhibit B to Warrant, Page 1