ex10-5.htm


     

    Exhibit 10-5

     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CLASS C
WARRANT

      


      THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES 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 SAID
ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IVT SOFTWARE, INC., THAT SUCH REGISTRATION IS NOT
REQUIRED.

      


                                          Right
to Purchase _________ Shares of Common

                                          Stock
of IVT Software, Inc. (subject to

                                          adjustment
as provided herein)

      


      COMMON
STOCK PURCHASE WARRANT

      


      No.
___                                      Issue
Date:  February 1, 2008

      


           IVT
Software, Inc., a corporation organized under the laws of the State of Nevada
(the "Company"), hereby certifies that, for value
received,______________________ or permissable assigns, is entitled, subject to
the terms set forth below, to purchase from the Company after the Issue Date at
any time or from time to time before 5:00 p.m., New York time,
on  March  15,  2011 (the "Expiration Date"), up
to  ____ fully paid and nonassessable shares of Common Stock (as
hereinafter defined), $.0001 par value per share, of the Company, at a purchase
price of $1.50 per share of Common Stock (such purchase price per share as
adjusted from time to time as herein provided is referred to herein as the
"Purchase Price"). The number and character of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein.

      


           As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

      


           (a)
The term Company shall include IVT Software, Inc., and any corporation which
shall succeed or assume the obligations of IVT Software, Inc.,
hereunder.

      


           (b)
The term "Common Stock" includes (a) the Company's Common Stock, $.0001 par
value per share, as authorized on the date of the Agreement, (b) any other
capital stock of any class or classes (however designated) of the Company,
authorized on or after such date, the holders of which shall have the right,
without limitation as to amount, either to all or to a share of the balance of
current dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference, and the holders of which
shall ordinarily, in the absence of contingencies, be entitled to vote for the
election of a majority of directors of the Company (even if the right so to vote
has been suspended by the happening of such a contingency) and (c) any other
securities into which or for which any of the securities described in (a) or (b)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

      


           (c)
The term "Other Securities" refers to any stock (other than Common Stock) and
other securities of the Company or any other person (corporate or otherwise)
which the holder of the Warrant at any time shall be entitled to receive, or
shall have received, on the exercise of the Warrant, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other

      Securities
pursuant to Section 5 or otherwise.

      


           1.
Exercise of Warrant.

      


                1.1.
Number of Shares Issuable upon Exercise. From and after the
date  hereof through and including the Expiration Date, the holder
hereof shall  be entitled to receive, upon exercise of this Warrant in
whole in accordance with the terms of subsection 1.2 or upon exercise of
this  Warrant in part in accordance with subsection 1.3, the number of
shares of Common Stock of the Company identified on Page 1 hereof, subject
to    adjustment pursuant to Section 4.

      


                1.2.
Full Exercise. This Warrant may be exercised in full by the  holder
hereof by surrender of this Warrant, with the form of subscription attached as
Exhibit A hereto (the Subscription Form") duly executed by
such  holder, to the Company at its principal office or at the office
of its Warrant agent (as provided in Section 11), accompanied by payment, in
cash or by certified or official bank check payable to the order of the Company,
in the amount obtained by multiplying the number of shares of Common
Stock  for which this Warrant is then exercisable by the Purchase
Price (as hereinafter defined) then in effect.

      


      


                1.3.
Partial Exercise. This Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of
shares of Common Stock designated by the holder in the  Subscription
Form by (b) the Purchase Price. On any such partial exercise, the Company, at
its expense, will forthwith issue and deliver to or upon   the
order of the holder hereof a new Warrant of like tenor, in the name
of  the holder hereof or as such holder (upon payment by such holder
of any applicable transfer taxes), may request, the number of shares of Common
Stock for which such Warrant may still be exercised.

      


                1.4.
Fair Market Value. Fair Market Value of a share of Common Stock as of a
particular date (the "Determination Date") shall mean the Fair Market Value of a
share of the Company's Common Stock. Fair Market Value of  a share of
Common Stock as of a Determination Date shall mean:

      


                     (a)
If the Company's Common Stock is traded on an exchange or is quoted on the
National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ")
National Market System or the NASDAQ  SmallCap Market, then the
closing or last sale price, respectively, reported for the last business
day  immediately preceding the Determination Date.

      


                  (b)
If the Company's Common Stock is not traded on an exchange or on the NASDAQ
National Market System or the NASDAQ SmallCap Market but  is traded in
the over-the-counter market, then the mean of the closing bid and asked prices
reported for the last business day immediately preceding the Determination
Date.

      


                     (c)
Except as provided in clause (d) below, if the Company's Common Stock is not
publicly traded, then as the Holder and the Company agree or in the absence of
agreement by arbitration in  accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen
from a panel of persons qualified by education and training to pass on the
matter to be decided.

      


                     (d)
If the Determination Date is the date of a liquidation, dissolution or winding
up, or any event deemed to be a liquidation, dissolution or winding up pursuant
to the Company's charter, then all  amounts to be payable per share to
holders of the Common Stock pursuant to the charter in the event of such
liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter,
assuming  for the purposes of this clause (d) that all of the shares
of Common Stock then issuable upon exercise of all of the Warrants are
outstanding at the Determination Date.

      


                1.5.
Company Acknowledgment. The Company will, at the time of the  exercise
of the Warrant, upon the request of the holder hereof acknowledge  in
writing its continuing obligation to afford to such holder any rights
to  which such holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the holder shall
fail to make any such request, such failure shall not affect the continuing
obligation of the Company to afford to such holder any such rights.

      


                1.6.
Trustee for Warrant Holders. In the event that a bank or trust company shall
have been appointed as trustee for the holders of the Warrants pursuant to
Subsection 3.1, such bank or trust company shall have  all the powers
and duties of a warrant agent appointed pursuant to Section  10 and
shall accept, in its own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the Company
or such successor, as the case may be, on exercise of this Warrant pursuant to
this Section 1.

      


               1.7  Restriction
on Warrant Exercise:  Notwithstanding anything to the contrary set
forth in this Warrant, at no time may the Holder exercise all or a portion of
this Warrant if the number of shares of Common Stock to be issued pursuant to
such exercise would exceed, when aggregated with all other shares of Common
Stock owned by the Holder at such time, the number of shares of Common Stock
which would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), and the rules thereunder) more than 4.99% of all of the Common
Stock outstanding at such time.

      


           2.
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the holder hereof as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares as aforesaid. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within 10 days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the holder hereof, or as such holder (upon payment by such holder of any
applicable transfer taxes) may direct, a certificate or certificates for the
number of duly and validly issued, fully paid and nonassessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled on such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

      


           3.
Adjustment for Reorganization, Consolidation, Merger, etc.

      


                3.1.
Reorganization, Consolidation, Merger, etc. In case at any time or from time to
time, the Company shall (a) effect a reorganization, (b) consolidate with or
merge into any other person, or (c) transfer all or substantially all of its
properties or assets to any other person under any  plan or
arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a
transaction,  proper and adequate provision shall be made by the
Company whereby the holder of this Warrant, on the exercise hereof as provided
in Section 1 at   any time after the consummation of such
reorganization, consolidation or  merger or the effective date of such
dissolution, as the case may be, shall  receive, in lieu of the Common
Stock (or Other Securities) issuable on such exercise prior to such consummation
or such effective date, the stock and other securities and property (including
cash) to which such holder would have been entitled upon such consummation or in
connection with such  dissolution, as the case may be, if such holder
had so exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 5.

      


                3.2.
Dissolution. In the event of any dissolution of the Company  following
the transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall at its expense  deliver or
cause to be delivered the stock and other securities and  property
(including cash, where applicable) receivable by the holders of  the
Warrants, if exercised, after the effective date of such
dissolution  pursuant to this Section 3 to a bank or trust company
having its principal

      office in
New York, NY, as trustee for the holder or holders of
the  Warrants.

      


                3.3.
Continuation of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after   the
consummation of such reorganization, consolidation or merger or the effective
date of dissolution following any such transfer, as the case may be, and shall
be binding upon the issuer of any such stock or other securities, including, in
the case of any such transfer, the person acquiring all or substantially all of
the properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section
5.

      


           4.
Extraordinary Events Regarding Common Stock. In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding shares
of Common Stock, or (c) combine its outstanding shares of the Common Stock into
a smaller number of shares of the Common Stock, then, in each such event, the
Purchase Price shall, simultaneously with the happening of such

      event, be
adjusted by multiplying the then Purchase Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately  after such event, and the
product so obtained shall thereafter be the Purchase

      Price
then in effect. The Purchase Price, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events described
herein in this Section 4. The number of shares of Common Stock that the holder
of this Warrant shall thereafter, on the exercise hereof as provided in Section
1, be entitled to receive shall be increased to a number determined by
multiplying the number of shares of Common Stock that would otherwise (but
for

      the
provisions of this Section 4) be issuable on such exercise by a fraction of
which (a) the numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the denominator is the
Purchase Price in effect on the date of such exercise.

      


           5.
Chief Financial Officer's Certificate as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants, the Company at its expense will
promptly cause its Chief Financial Officer to compute such adjustment or
readjustment in accordance with the terms of the 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 the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase 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. The Company will forthwith mail a
copy of each such certificate to the holder of the Warrant and any Warrant agent
of the Company (appointed pursuant to Section 10 hereof).

      


           6.
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of the
Warrant. This Warrant entitles the holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

      


           7.
Assignment; Exchange of Warrant. Subject to compliance with applicable
Securities laws, and delivery of such representations and warranties as shall
reasonably be requested by the Company, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a "Transferor") with
respect to any or all of the Shares. On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of Exhibit B
attached

      hereto
(the Transferor Endorsement Form"), to the Company, the Company at its expense
but with payment by the Transferor of any applicable transfer taxes) will issue
and deliver to or on the order of the Transferor thereof a new Warrant or
Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a

      "Transferee"),
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant so surrendered by
the Transferor.

      


           8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute
and

      deliver,
in lieu thereof, a new Warrant of like tenor.

      


           9.
Registration Rights. The holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth in a
Subscription Agreement entered into by the initial holder of this Warrant and
the Company in connection with the purchase of the Unit of which this Warrant is
a part. The terms of the Subscription Agreement and Registration
Rights

      Agreement
referred to therein are incorporated herein by this reference.

      


           10.
Warrant Agent. The Company may, by written notice to the each holder of the
Warrant, appoint an agent having an office in New York, NY for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this Warrant
pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, 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 agent.

      


           11.
Transfer on the Company's Books. Until this Warrant is transferred on the books
of the Company, the Company may treat the registered holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

      


           12.
Call Option. The Company shall have the option to "call" the Warrants (the
"Warrant Call"), in accordance with and governed by the following:

      


                (a)
The Company shall exercise the Warrant Call by giving to each Warrant Holder a
written notice of call (the "Call Notice") at any time   prior to
the Expiration Date.

      


                (b)
The Warrant Holders shall exercise their Warrant rights
and   purchase the appropriate number of shares of Common Stock
and pay for same all within 10 business days of the date of the Call Notice. Any
Warrants which are Called and not exercised during such 10 business day period
shall thereafter not be exercisable.

      


           13.
Notices, etc. All notices and other communications from the Company to the
holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such holder or, until any such holder furnishes to the Company an
address, then to, and at the address of, the last holder of this Warrant who has
so furnished an address to the Company.

      


           14.
Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York State. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of

      any other
provision.

      


           IN
WITNESS WHEREOF, the Company has executed this Warrant under seal as
of

      the date
first written above.

      


                                   IVT
Software, Inc.

      


                                   By:_______________________________

      


                                   Title:____________________________

      


      


      Witness:

      


      __________________________

      


      


                                          Exhibit
A

      


      


                                    FORM
OF SUBSCRIPTION

                         (To
be signed only on exercise of Warrant)

      


      


      TO: IVT
Software, Inc.

      


      The
undersigned, the holder of the within Warrant, hereby irrevocably elects
to

      exercise
this Warrant for, and to purchase thereunder, shares of Common Stock
of

      IVT
Software, Inc., and herewith makes payment of
$          therefor, and
requests

      that the
certificates for such shares be issued in the name of, and delivered
to

      whose
address is _______________________________________________________.

      


      Dated:___________________

      


                                         _____________________________________________

                                         (Signature
must conform to name of holder as

                                         specified
on the face of the Warrant)

      


                                         _____________________________________________

                                        (Address)

      


      


      


      


                                          Exhibit
B

      


      


                               FORM
OF TRANSFEROR ENDORSEMENT

                         (To
be signed only on transfer of 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 within Warrant to purchase the percentage and number of

      shares of
Common Stock of IVT Software, Inc. to which the within Warrant

      relates
specified under the headings "Percentage Transferred" and "Number

      Transferred,"
respectively, opposite the name(s) of such person(s) and appoints

      each such
person Attorney to transfer its respective right on the books of

      IVT
Software,  Inc. with full power of substitution in the
premises.

      


      ================================================================================

               Transferees                Percentage                     Number

                                          Transferred                 Transferred

      --------------------------------------------------------------------------------

      


      --------------------------------------------------------------------------------

      


      --------------------------------------------------------------------------------

      


      --------------------------------------------------------------------------------

      


      ================================================================================

      


      


      Dated:           ,
19___                   _______________________________

                                                 (Signature
must conform to name

                                                 of
holder as specified on the

                                                 face
of the warrant)

      


      Signed in
the presence of:

      


      


      ___________________________       _________________________________

               (Name)                               (address)

      


                                        _________________________________

                                                    (address)

      


      ACCEPTED
AND AGREED:

      [TRANSFEREE]

      


      ___________________________

               (Name)