EXHIBIT 10.18


 


Confidential


 





 


iVOW, Inc.


 


 


SUBSCRIPTION AGREEMENT


 


Dated
as of February __, 2006


 


	
  Name of
  Subscriber:

  	
   

  	
   

  
	
   

  
	
  Address
  of Subscriber:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Facsimile
  Number:

  	
   

  	
   

  
	
   

  
	
  Telephone
  Number:

  	
   

  	
   

  
	
   

  
	
  E-Mail
  Address:

  	
   

  	
   

  
	
   

  
	
  Tax ID
  Number of Subscriber:

  	
   

  	
   

  
								



 


 


TO:                          iVOW, Inc., a Delaware
Corporation (the “Company”).


 


SUBSCRIPTION
TO PURCHASE, units (a
“Unit” or the “Units”) consisting of shares of Common Stock,
$0.01 par value per share, and warrants (the “Common Stock Warrants”)
exercisable for the purchase of shares of Common Stock of the Company, on the
terms and conditions set forth on Exhibit A hereto. Each Unit consists
of one share of Common Stock and a Common Stock Warrant to purchase one-half
share of Common Stock of the Company. The Common Stock and the Common Stock
Warrants, and the shares of Common Stock issuable upon the exercise of the
Common Stock Warrants, are collectively referred to herein as the “Securities.”  The Units will be offered until February 17,
2006, unless such date is otherwise extended by the Company and the Placement
Agent (as defined herein) by their mutual agreement for a period not to exceed
an additional thirty (30) days (the “Offering Period”). The initial
closing (the “Initial Closing”) of the offering will occur during the
Offering Period as soon as practicable after subscriptions for at least
$500,000 (the “Minimum Offering Amount”) shall have been received and
the funds


 

















 


representing the Minimum
Offering Amount shall have been placed into an escrow account. After the Initial
Closing, one or more subsequent closings (the “Additional Closings”) may
occur thereafter on such dates as mutually determined by the Company and the
Placement Agent (as defined herein), but in no event later than ten (10) days
after the end of the Offering Period. (The Initial Closing and any Additional
Closing shall each be referred to herein as a “Closing” and the last of
the Closings shall be referred to as the “Final Closing.”)  The maximum number of Units to be sold in the
aggregate of all Closings shall be 290,000 Units.


 


Price Per
Unit:             The “Per Unit Price” will be equal to
70% of the price of the Company’s common stock, based on the average closing
price of the Company’s common stock at quoted on the Nasdaq SmallCap Market for
the ten (10) trading days immediately preceding the Initial Closing.


 


Subscription
Amount:  $ _______________ (the “Subscription
Amount”) delivered herewith (as provided by paragraph “A” below).


 


The
undersigned Subscriber hereby irrevocably subscribes for,
and agrees to purchase, the Securities, at the Subscription Amount (this “Subscription”),
in accordance with and subject to the terms, provisions and conditions set
forth herein and the exhibits hereto. When this Subscription Agreement is
completed, signed and returned, with payment, by the undersigned Subscriber,
and accepted by the Company, the Subscriber will become entitled to all of its
benefits and subject to all of the obligations, restrictions and limitations
set forth herein and in the exhibits hereto.


 


The Subscriber understands
that this Subscription is an irrevocable offer to purchase the Securities and
may be accepted or rejected in whole or in part for any reason whatsoever by
the Company, at any time on or prior to February 17, 2006, unless otherwise
extended by the Placement Agent (as defined herein) and the Company (but in no
event later than ten (10) days after the end of the Offering Period).


 


This Subscription is subject
to the Company’s receipt, at the Initial Closing, of executed Subscription
Agreements that have been accepted by the Company to purchase Units with
aggregate gross proceeds to the Company in an amount equal to at least
$500,000.


 


A.                                    Payment. In connection with this Subscription
Agreement and subject to acceptance by the Company, the Subscriber hereby
delivers the Subscription Amount. The Subscription Amount will be held in a
separate escrow fund pending the Company’s acceptance or rejection of this
Subscription. If the Company rejects this Subscription, the Subscription Amount
shall be returned in full without interest; and the Subscriber shall have no
further rights or obligations under or in respect of this Subscription. See Exhibit B for payment instruction.


 


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B.                                    Representations and Warranties.           In connection with this Subscription, the
Subscriber hereby represents and warrants to, agrees with the Company,
acknowledges and confirms as follows:


 


(1)                                  The Securities being subscribed for by the
Subscriber will be purchased for the account of the Subscriber for investment
only and not with a view to, nor with any intention of, a distribution or
resale thereof, in whole or in part, or the grant of any participation therein.
The Subscriber has no agreement or other arrangement with any other person to
sell, transfer or pledge any part of the Securities or any agreement or
arrangement that would guarantee the Subscriber any profit or against any loss
with respect to such Securities, and the Subscriber has no plans to enter into
any such agreement or arrangement. The Subscriber acknowledges and confirms
that it understands that the Securities, and those securities issuable upon
exercise or conversion of the Securities, as the case may be, have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
and the rules and regulations promulgated thereunder, or the securities laws of
any state or other jurisdiction, and cannot be disposed of unless subsequently
registered under the Securities Act and any applicable laws of states or other
jurisdictions or an exemption from such registration is available.


 


(2)                                  The Securities are being offered and sold by
the Company under an exemption from registration provided by the Securities Act
and the rules and regulations promulgated thereunder in reliance, in good
faith, upon the representations and warranties of the Subscriber contained
herein.


 


(3)                                  The Subscriber:


 


(A)
has been furnished a copy of the Company’s confidential offering package dated
February 13, 2006 (the “PPM”);


 


(B)
has carefully read, has carefully considered and fully understands the
provisions of:


 


(i)
the PPM (including, without limitation, the terms of this offering and the
Securities offered by the Company as described in the “OFFERING” section of the
PPM and the materials under the “RISK FACTORS” section of the PPM);


 


(ii)
all documents and information included as exhibits, or incorporated in the PPM
by reference, including but not limited to the filings and information made by
the Company under the Exchange Act (as defined in the PPM); and


 


(iii)
this Subscription Agreement (and the exhibits and annexes hereto).


 


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(C) has been given
sufficient access and opportunity to:


 


(i)
examine all material books and records, and material contracts and documents of
the Company and such other information and documents as the Subscriber has
requested; and


 


(ii)
ask questions of the Company and its management, and, if the Subscriber asked
questions of the Company or its management, has received satisfactory answers.


 


(D) represents and warrants
that in making the decision to invest in the Securities, the Subscriber has
relied on independent investigations made by the Subscriber and the Subscriber’s
own professional advisors. The Subscriber acknowledges that no representation
has been made by the Company or otherwise by or on behalf of the Company
concerning the Securities (including any current value of the Securities or as
to any prospective return on investment in the Securities), the Company, its
business or prospects, or other matters, except as set forth in the PPM.


 


(4)                                  The Subscriber is able (i) to bear the
economic risk of the Subscriber’s investment in the Securities; (ii) to hold
the Securities for an indefinite period of time and understands that the
Securities cannot be resold unless subsequently registered under the Securities
Act or unless an exemption from such registration is available, as established
by an opinion of counsel satisfactory to the Company; and (iii) currently, and
based on existing conditions, hereafter will be able to afford a complete loss
of such investment.


 


(5)                                  The Subscriber understands the business in
which the Company is engaged and has such knowledge and experience in financial
and business matters that the Subscriber is capable of evaluating the merits
and risks of the Subscriber’s investment in the Securities and of making an
informed investment decision with respect thereto.


 


(6)                                  The Subscriber hereby acknowledges and
confirms that, except as set forth in the PPM, neither the Company nor any of
its officers, directors, affiliates, agents or representatives has made any
representations or warranties (oral or written) concerning (i) the Securities;
(ii) the Subscriber’s investment in the Securities; or (iii) the Company, its
business, prospects, or anticipated financial or other results, or other
matters.


 


(7)                                  The Subscriber understands that all
certificates or other documents evidencing the Securities will bear
substantially the following legend:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR “BLUE SKY” LAWS, AND MAY NOT
BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF
UNLESS


 


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REGISTERED PURSUANT TO THE
PROVISIONS OF SUCH ACT AND BLUE SKY LAWS OR AN EXEMPTION THEREFROM IS AVAILABLE
AS ESTABLISHED BY A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION.


 


(8)                                  The Subscriber understands that no federal or
state agency has passed on or made any recommendation or endorsement of the
Securities.


 


(9)                                  The Subscriber hereby represents and warrants
that:


 


(Please
check the boxes opposite each of the items in clauses (a) and (b) below which
is true of the Subscriber. If clause (a) is checked, the Subscriber need not
complete the items under clause (c). If clause (a) is not checked, please
complete each blank in clause (c) below. Please also initial each item checked
or completed.)


 


o                                    (a)                                  The Subscriber is an “accredited investor”
(as such term is defined in Rule 501(a) of Regulation D promulgated by the
Securities and Exchange Commission under the Securities Act) for at least one
of the reasons specified below:


 


o                                    The Subscriber’s net worth (together with the
net worth of the Subscriber’s spouse) exceeds $1,000,000.


 


o                                    The Subscriber’s individual income in each of
the two immediately previous calendar years has been $200,000 or more and his
current year’s income is reasonably expected to be at least equal to that
amount; or, the Subscriber’s joint income with his spouse in each of the two
immediately previous calendar years has been $300,000 or more and the current
year’s joint income is reasonably expected to equal at least that amount.


 


o                                    The Subscriber is a director or executive
officer of the Company.


 


o                                    The Subscriber, if other than an individual,
either (A) is a corporation, partnership, business trust or 501(c)(3)
organization which has total assets in excess of $5,000,000 and has not been
formed for the specific purpose of purchasing the Securities, or (B) is an
entity (other than a trust) with only accredited investors as its partners,
members or stockholders, or (C) is a trust other than a business trust which
has assets in excess of $5,000,000, has not been organized for the purposes of
acquiring the investment in the Securities and has its investment hereunder
directed by a person described in the first sentence of the following clause
(b). The Subscriber, if other than an individual, represents that this
Subscription has been duly authorized by all necessary corporate, partnership
or other governance action on its part.


 


o                                    (b)                                 The Subscriber has (or, if other than an
individual, is directed by a person who has) such knowledge and experience in
financial and business


 


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matters that he or she is
capable of evaluating the risks of an investment in the Securities. The
Subscriber has adequate means of providing for current financial needs and
contingencies, has no need for liquidity in the investment in the Securities
and is able to bear the substantial economic risks of the investment in the
Securities for an indefinite period.


 


(c)                                  The Subscriber (if an individual) hereby represents
and warrants that:


 


(If the
box opposite Paragraph (9)(a) above has not
been checked, please complete the blanks below in this clause (c).)


 


The
Subscriber’s higher education consists of the following (include college or
university, any graduate programs and any other specialized education programs
relevant to the Subscriber’s business experience):


 


 


 


The
Subscriber’s principal business and professional activities during the last
five years are as follows:


 


 


 


(10)                            The Subscriber hereby represents and warrants
as to the following personal information:


 


(Each
Subscriber should furnish all of the information called for below in this
Paragraph (10).)


 


The Subscriber’s residence
address (or, if other than an individual, principal office address) is as follows:


 


 


 


The Subscriber (if an
individual) maintains a house or apartment in the following state(s) in
addition to his or her residence:


 


 


 


The
Subscriber (if an individual) pays state income taxes in the following state:


 


 


 


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The Subscriber (if an
individual) holds a driver’s license in the following state:


 


 


 


The Subscriber (if an
individual) is registered to vote in the following state:


 


 


 


(11)                            This Subscription Agreement and any other
documents executed and delivered by the Subscriber in connection herewith have
been duly executed and delivered by the Subscriber, and are the legal, valid
and binding obligations of the Subscriber enforceable in accordance with their
respective terms.


 


(12)                            The execution and delivery of this
Subscription Agreement and any other documents executed and delivered by the
Subscriber in connection herewith do not, and the performance and consummation
of the terms and transactions set forth or contemplated herein will not, contravene
or result in a default under any provision of existing law or regulations to
which the Subscriber is subject, or any indenture, mortgage or other agreement
or instrument to which the Subscriber is a party or by which he, she or it is
bound and does not require on the part of the Subscriber any approval,
authorization, license or filing from or with any foreign, federal or state or
municipal board or agency.


 


(13)                            The Subscriber acknowledges that Silicon
Valley Bank is acting only as an escrow agent in connection with the offering
of the Securities described here, and has not endorsed, recommended or
guaranteed the purchase, value or repayment of such Securities.


 


C.                                    Effectiveness of
Subscription.


 


(1)                                  This Subscription shall be binding upon the
successors and permitted assigns of the Subscriber and, when accepted by the
Company, shall be binding upon the successors and assigns of the Company.


 


(2)                                  All of the agreements, representations and
warranties made by the Subscriber in this Subscription Agreement shall survive
the execution and delivery hereof. The Subscriber shall immediately notify the
Company upon discovering that any of the representations or warranties made
herein were false when made or has, as a result of changes in circumstances,
become false. Every provision of this Subscription Agreement is intended to be
severable, and if any term or provision hereof is held to be illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder hereof.


 


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(3)                                  The agreements of the Subscriber and the
Company set forth herein shall become effective and binding upon the
undersigned, without right of revocation, upon the Company’s acceptance of this
Subscription.


 


D.                                    Hedging.                                               Subscriber will not engage in any hedging or
other transaction which is designed to or could reasonably be expected to lead
to or result in a disposition of the Securities by the Subscriber or any other
person or entity. Such prohibited hedging or other transactions include without
limitation effecting any short sale or having in effect any short position
(whether or not such sale or position is against the box and regardless of when
such position was entered into) or any purchase, sale or grant of any right
(including without limitation any put or call option) with respect to the
Securities.


 


E.                                      Brokers or Finders.                                  The Subscriber has not engaged any brokers,
finders or agents, and the Company has not, and will not, except with respect to
Dawson James Securities (the “Placement Agent”), incur, directly or
indirectly, as a result of any action taken by the Subscriber, any liability
for brokerage or finders’ fees or agents’ commissions or any similar charges in
conjunction with this Subscription Agreement. In the event that the preceding
sentence is in any way inaccurate, the Subscriber agrees to indemnify and hold
harmless the Company from any liability for any commission or compensation in
the nature of a finder’s fee (and the costs and expenses of defending against
such liability) for which the Company, or any of its officers, directors,
employees or representatives, is responsible, except such as related to the
Placement Agent for which the Company is solely responsible in accordance with
the terms and provisions of that certain Selling Agreement dated February 13,
2006 by and between the Company and the Placement Agent.


 


F.                                      Legal Advice.                       The Subscriber understands that nothing in
the Company’s filings under the Exchange Act, this Subscription Agreement or
any other materials presented to the Subscriber in connection with the purchase
and sale of the Securities constitutes legal, tax or investment advice. The
Subscriber has consulted such legal, tax and investment advisors as she, he or
it, in her, his or its sole discretion, has deemed necessary or appropriate in
connection with this Subscription Agreement, and his, her or its subscription
for the purchase of the Securities.


 


G.                                    Miscellaneous.              Unless otherwise indicated, the address on
the front page of this document is the legal residence of the Subscriber and
all offers and communications in connection with the offering of the Securities
subscribed to herein have been conducted at such address.


 


H.                                    Communications.                                                 Any notice, demand, request or other
communication which may be required or contemplated herein shall be
sufficiently given if (i) given either by facsimile transmission, by reputable
overnight delivery service, delivery charges prepaid, or by registered or
certified mail, postage prepaid and return receipt requested, to the address
indicated herein or to such other address as any party hereto may specify as
provided herein, or (ii) delivered personally at such address.


 


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I.                                         Confidentiality.     The
Subscriber agrees to maintain in strict confidence all non-public information
regarding the Company obtained from the Company or its representatives or
agents during the course of this Subscription. The Subscriber also agrees not
to trade in the securities of the Company (other than pursuant to this
Subscription Agreement) at any time that the Subscriber is in possession of any
non-public information regarding the Company obtained from the Company or its
agents during the course of this Subscription.


 


J.                                      Applicable Law.     This
Subscription Agreement and all legal relations, claims or obligations arising
out of this transaction shall be governed by and construed in accordance with
the internal substantive laws of the Commonwealth of Delaware.


 


[signature page follows]


 


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  IN
  WITNESS WHEREOF, the undersigned has executed this
  Subscription Agreement this __  day of the month of _______________________,
  2006.

  
	
   

  



 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Taxpayer Identification
  No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares to be
  acquired:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Underlying Shares subject
  to warrants:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address for Notice:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If the Subscriber is an
  institution, provide the name of the natural person (or persons) who has
  voting and/or investment power with respect to the shares and warrants issued
  hereunder:

  
	
   

  	
   

  
																	



 


____________________________ 


 


_____________________________


 


_____________________________


 


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Please indicate below the
number and type of Company securities beneficially held (as determined under
Rule 13d-3 under the Securities Exchange Act of 1934) as of the date hereof,
but excluding the Company securities identified above that you are purchasing. This
information will be included in the Registration Statement (as defined on Annex
A attached hereto) and, by signing above, you acknowledge that the Company may
rely on this information for inclusion in the Registration Statement.


 




 





(Identify the number of
securities and type (e.g., common stock, warrants, etc.)


 




 





(Identify the
extent to which you may not exercise sole voting and/or dispositive power of
such securities and the reason(s) why)


 


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ACCEPTANCE


 


The foregoing Subscription
is hereby accepted upon the terms and conditions set forth herein.


 


	
   

  	
  iVOW,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
  , 2006

  	
   

  
								



 


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EXHIBIT
A


 


This
Exhibit A is qualified in its entirety by Annex A hereto. Capitalized terms
used in this Exhibit A and not otherwise defined shall have the meanings set
forth in the Subscription Agreement.


 


 


	
  Securities
  Offered:

  	
   

  	
  Each Unit consists of one
  (1) share of Common Stock of the Company and a Warrant to purchase one-half
  (0.5) of a share of Common Stock of the Company.

  
	
   

  	
   

  	
   

  
	
  Offering
  Amount:

  	
   

  	
  The Company intends to issue
  a minimum of $500,000 in Units (the “Minimum Offering Amount”) and a maximum
  of 290,000 Units.

  
	
   

  	
   

  	
   

  
	
  Closing:

  	
   

  	
  The Units will be offered
  until February 17, 2006, unless such date is otherwise extended by the
  Company and the Placement Agent (as defined herein) by their mutual agreement
  for a period not to exceed an additional thirty (30) days (the “Offering
  Period”). The initial closing (the “Initial Closing”) of the offering will
  occur during the Offering Period as soon as practicable after subscriptions for
  at least $500,000 (the “Minimum Offering Amount”) shall have been received
  and the funds representing the Minimum Offering Amount shall have been placed
  into an escrow account. After the Initial Closing, one or more subsequent
  closings (the “Additional Closings”) may occur thereafter on such dates as
  mutually determined by the Company and the Placement Agent (as defined
  herein), but in no event later than ten (10) days after the end of the
  Offering Period. (The Initial Closing and any Additional Closing shall each
  be referred to herein as a “Closing” and the last of the Closings shall be
  referred to as the “Final Closing.”) The maximum number of Units to be sold
  in the aggregate of all Closings shall in no event exceed 290,000 Units.

  
	
   

  	
   

  	
   

  
	
  Per Unit
  Price:

  	
   

  	
  70% of the Company’s
  common stock price, based on the average closing price of the Company’s
  common stock for the ten (10) ten trading days immediately preceding the
  Initial Closing (the “Per Unit Price”).

  
	
   

  	
   

  	
   

  
	
  Warrants:

  	
   

  	
  The Warrants will have an
  exercise price equal to the Per Unit Price and shall be exercisable for
  Common Stock of the Company and have a five-year term. The Warrants will
  contain provisions providing for same-day exercise and sale. The Warrants
  will provide full-ratchet exercise price protection in certain circumstances.

  
	
   

  	
   

  	
   

  
	
  Forced
  Exercise:

  	
   

  	
  The Company can require
  holders of Warrants to exercise their Warrants within 30 days of receiving
  notice from the Company (or forfeit such Warrants) when the price of the
  Company’s common stock closes at six (6) times the Per Unit Price per share
  or greater

  



 


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  for 20 consecutive trading
  days subsequent to the effectiveness of the registration statement pertaining
  to the resale of the Common Stock underlying the Warrants; provided that the
  registration statement described below shall be effective at all times during
  such 30-day notice period.

  
	
   

  	
   

  	
   

  
	
  Registration
  Rights:

  	
   

  	
  The Company has agreed
  with the Placement Agent to file a registration statement within 45 days of
  Final Closing covering the resale of the Common Stock and the Common Stock
  underlying the Warrants offered herein. The Company has also agreed to use
  its best efforts to cause such registration statement to become effective as
  promptly as practicable and to remain effective until the first anniversary
  of the Closing (except as otherwise set forth above). Without limiting the
  foregoing, the Company will promptly respond to all SEC comments, inquiries
  and requests, and shall request acceleration of effectiveness at the earliest
  possible date. In the event a registration statement is not filed with the
  SEC within 45 days or is not declared effective within 150 days from the date
  of the Final Closing, then in such event a fee of 1% per month (or portion
  thereof) shall be assessed against the Company as a default payment and in
  favor of the holders of the Common Stock and Warrants for each such 30 day
  period until such time as the registration statement is declared effective.

  
	
   

  	
   

  	
   

  
	
  Transfer
  Restrictions:

  	
   

  	
  The Shares will initially
  be unregistered and may not be transferred absent registration under the
  Securities Act of 1933 (the “Securities Act”) or the availability of an
  exemption therefrom.

  
	
   

  	
   

  	
   

  
	
  Use of
  Proceeds:

  	
   

  	
  The Company intends that
  the net proceeds of the Offering and, if any, the additional proceeds to be
  received upon exercise of Warrants, will be used for working capital, funding
  of anticipated operating losses, infrastructure development, expenses
  associated with marketing efforts and payment of corporate overhead.

  
	
   

  	
   

  	
   

  
	
  Risk
  Factors:

  	
   

  	
  The Securities offered
  hereby involve a high degree of risk. See Risk Factors in the PPM.

  
	
   

  	
   

  	
   

  
	
  Placement
  Agent:

  	
   

  	
  Dawson James Securities,
  Inc. See a summary of the Placement Agent’s fees in the PPM.

  
	
   

  	
   

  	
   

  
	
  Confidential
  Information:

  	
   

  	
  The recipient of this
  Subscription Agreement and the materials attached hereto agrees with the
  Company to maintain in confidence this disclosed information, together with
  any other non-public information regarding the Company obtained from the
  Company or their agents during the course of the proposed Offering. The
  recipient also agrees not to trade in the securities of the Company (other
  than pursuant to this Offering) at any time that the recipient is in
  possession of any non-public information regarding the Company

  



 


14

















 


	
   

  	
   

  	
  obtained from the Company
  or its agents during the course of this Offering. The Company has caused
  these materials to be delivered to you in reliance upon such agreement and
  upon Rule 100(b)(2)(ii) of Regulation FD as promulgated by the Securities and
  Exchange Commission.

  



 


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EXHIBIT
B


 


Payment
Instructions


 


Remittance
Via Check:


 


	
  Payable To:

  	
  iVOW, Inc.

  



 


16

















 


Annex A


 


Registration
Rights


 


1.                                       Registration of Shares. The Company will (i) use best efforts to
prepare and file, within 45 days after the Final Closing, a Registration
Statement (the “Registration Statement”) with the SEC to register
resales under the Securities Act of the Common Stock and the Common Stock
issuable upon the exercise of the Common Stock Warrants by the Subscriber, (ii)
use its reasonable best efforts to cause the Registration Statement to become effective
as soon as practicable after such filing, (iii) use its reasonable best efforts
to cause such Registration Statement to remain effective until the first
anniversary of the Final Closing (except as otherwise set forth above); provided
that the Company may suspend sales at any time under the Registration
Statement immediately upon notice to the Subscriber, for a period or periods of
time not to exceed 90 days in the aggregate during any 12-month period, if
there then exists material, non-public information relating to the Company,
which in the reasonable opinion of the Company, would not be appropriate for
disclosure during that time, and (iv) prepare and file with the SEC such
amendments and supplements to the Registration Statement and the prospectus used
in connection therewith as may be necessary to keep such Registration Statement
effective for the period specified in this sentence above. Without limiting the
foregoing, the Company will promptly respond to all SEC comments, inquiries and
requests, and shall request acceleration of effectiveness at the earliest
possible date. In the event a registration statement is not filed with the SEC
within 45 days or is not declared effective within 150 days from the date of
the Closing, then in such event a fee of 1% per month (or portion thereof)
shall be assessed against the Company as a Default Payment and in favor of the
holders of the Common Stock and Warrants for each such 30 day period until such
time as the registration statement is declared effective. The Subscriber shall
provide all information and materials, including, without limitation, all
information requested in a questionnaire to be provided to the Subscriber by
the Company, and take all such action as may be required in order to permit the
Company to comply with all applicable requirements of the Securities Act and
the Exchange Act and to obtain any desired acceleration of the effective date
of the Registration Statement, such provision of information and materials to
be a condition precedent to the obligations of the Company hereunder to
register the Common Stock issued or issuable upon the exercise of the Common
Stock Warrants. The offerings made pursuant to the Registration Statement shall
not be underwritten.


 


2.                                       Registration Procedures. With respect to the registration of Common
Stock under this Annex A, the Company will: (i) furnish to the
Subscriber such number of copies of the Registration Statement, each amendment
and supplement thereto, the prospectus included in such Registration Statement
(including each preliminary prospectus) and such other documents as the
Subscriber may reasonably request in order to facilitate the disposition of the
Common Stock and the Common Stock acquired by the Subscriber upon the exercise
of Common Stock Warrants and owned by the Subscriber; (ii) use its best efforts
to register or qualify the Common


 


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Stock included in such
registration under such other securities or blue sky laws of such jurisdictions
as the Subscriber reasonably requests and do any and all other acts and things
which may be reasonably necessary or advisable to enable the Subscriber to
consummate the disposition in such jurisdictions of the shares of Common Stock
to be sold by the Subscriber (provided  that the Company will not
be required to qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, subject
itself to taxation in any such jurisdiction, or consent to general service of
process in any such jurisdiction); (iii) notify the Subscriber at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the discovery of the happening of any event
as a result of which, the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made, and the Company will promptly prepare and file with
the SEC and, at the request of any the Subscriber, furnish to the Subscriber a
reasonable number of copies of, a supplement or amendment to such prospectus so
that, as thereafter delivered to the Subscriber, such prospectus will not
contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made; and (iv) promptly reissue, or
promptly authorize and instruct its transfer agent to reissue, unlegended
certificates at the request of the Subscriber upon such Subscriber’s delivery
of original certificates representing the shares of Common Stock tendered for
sale pursuant to the effective Registration Statement, and to promptly respond
to broker’s inquiries made of the Company in connection with such sales, in
each case with a view to reasonably assisting the Subscriber to complete such
sale during such period of effectiveness.


 


3.                                       Registration Expenses. All of the out-of-pocket expenses incurred
by the Company in complying with its obligations under this Annex A in
connection with the registration of the Common Stock and the Common Stock
issuable upon the exercise of the Common Stock Warrants, including, without
limitation, all SEC, Nasdaq SmallCap Market and blue sky registration and
filing fees, printing expenses, transfer agents’ and registrars’ fees, and the
fees and disbursements of the Company’s outside counsel and independent
accountants shall be paid by the Company. The Company shall not be
responsible to pay any legal fees for any Subscriber or any selling expenses of
any Subscriber (including, without limitation, any broker’s fees or
commissions, including underwriter commissions).


 


4.                                       Indemnification.


 


(a)                                  The Company agrees to indemnify and hold
harmless, to the extent permitted by law, the Subscriber, its officers,
directors, employees and agents and each Person who controls such Subscriber
(within the meaning of the Securities Act), if applicable, against any losses,
claims, damages or liabilities, joint or several, to which such the Subscriber
or any such director, officer, employee, agent or controlling Person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether


 


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commenced or threatened, in
respect thereof) arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained (A) in the Registration Statement
or prospectus or preliminary prospectus or any amendment thereof or supplement
thereto used in connection with this Annex A or (B) in any application
or other document or communication (in this Annex A collectively called
an “application”) executed by or on behalf of the Company or based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to qualify any securities covered by such Registration Statement under
the “blue sky” or securities laws thereof, (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading or (iii) any violation by the Company of
the Securities Act or any state securities law, or any rule or regulation
promulgated under the Securities Act or any state securities law, or any other
law applicable to the Company relating to any such registration or
qualification, and the Company will reimburse the Subscriber and each such
director, officer and controlling Person for any legal or any other expenses
incurred by them in connection with investigating or defending any such loss,
claim liability, action or proceeding; provided  that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding with respect thereof) or expense
arises out of or is based upon an untrue statement, any such prospectus or
preliminary prospectus or any amendment or supplement thereto, or in any
application, in reliance upon and in conformity with written information
prepared and furnished to the Company by the Subscriber or any other subscriber
expressly for use therein or by the Subscriber’s failure to deliver a copy of
the prospectus or any amendments or supplements thereto after the Company has
furnished the Subscriber with a sufficient number of copies of the same.


 


(b)                                 In connection with the Registration
Statement, the Subscriber will furnish to the Company in writing such
information and documents concerning the Subscriber as the Company reasonably
requests for use in connection with the Registration Statement or prospectus
and, to the extent permitted by law, will indemnify and hold harmless the
Company and its directors and officers and each other Person who controls or is
controlled by the Company and the directors and officers of each such Person
controlling or controlled by the Company and the directors and officers of each
such controlling or controlled Person (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities, joint or several, to
which the Company or any such director or officer or controlling or controlled
Person may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon (i)
any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or in, any application or (ii) any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission or alleged omission is made in such Registration
Statement, any such prospectus or preliminary prospectus or any amendment or
supplement thereto, or in any application, in reliance upon and in conformity
with written information concerning


 


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the Subscriber prepared and
furnished to the Company by or on behalf of the Subscriber in writing expressly
for use therein, and the Subscriber will reimburse the Company and each such
director, officer and controlling or controlled Person for any legal or any
other expenses incurred by them in connection with investigating or defending
any such loss, claim, liability, action or proceeding.


 


(c)                                  Any person entitled to indemnification
hereunder will (i) give prompt written notice to the Company of any claim with
respect to which it seeks indemnification and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified
parties and the Company may exist with respect to such claim, permit the
Company to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that
the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations hereunder unless the
failure to give such notice is materially prejudicial to an indemnifying party’s
ability to defend such action. If such defense is assumed, the indemnified
party will not be subject to any liability for any settlement made by the
Company without its consent (but such consent will not be unreasonably
withheld). Anything to the contrary appearing in this Annex A
notwithstanding, the Company will not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified hereunder with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim. If the Company assumes the
defense, the indemnified party may engage its own counsel at its own sole cost
and expense. All fees and expenses of counsel to any indemnified party required
to be paid by the Company shall be paid by the Company as incurred by such
indemnified party.


 


(d)                                 The indemnification provided for herein will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director, employee, agent or
controlling or controlled Person of such indemnified party and will survive the
transfer of securities issued hereunder by the Subscriber. If the
indemnification provided for herein is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then the Company, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Company, on
the one hand, and the indemnified party or parties, on the other hand, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.


 


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