NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


	 	Right to Purchase _________ shares of Common Stock of MIMVI, Inc. (subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	No. ______	Issue Date: _______, 2012


 


MIMVI,
Inc., a corporation organized under the laws of the State of Nevada (together with any corporation which shall succeed or
assume its obligations, the “Company” or “Borrower”), hereby certifies that, for value received,
_______________, with an address at _________________, Facsimile: _______________, or its successors, representatives and permitted
assigns (collectively, “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
at any time after the Issue Date until 5:00 p.m. EST on the fifth anniversary of the Issue Date (the “Expiration Date”),
up to _________fully paid and nonassessable shares (the “Shares”) of Common Stock (as defined herein) of the
Company at a per share exercise price of $0.25. The aforedescribed exercise price per share, as adjusted from time to time as herein
provided, is referred to herein as the “Exercise Price.” The number and character of Shares of Common Stock
and the Exercise Price are subject to adjustment as provided herein. The Company may reduce the Exercise Price for some or all
of this class of warrants (each, a “Warrant” and together, the “Warrants”), temporarily or
permanently, provided such reduction is made as to all outstanding Warrants for all Holders of such Warrants. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement, dated as
of ______________, 2012 (the “Subscription Agreement”), by and among the Company, Holder and the other signatories
thereto.


 


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


 


(a)          “Common
Stock” means (i) the Company’s common stock, $0.001 par value per share, as authorized on the date of the
Subscription Agreement and (ii) the shares of common stock issuable upon conversion or exchange of any Other Securities pursuant
to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(b)          
“Other Securities” means any capital stock (other than Common Stock) and other securities of the Company or
any other Person which Holder 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 the Common Stock of the Company, or which at any time shall be issuable or shall have been issued
in exchange for, or in replacement of, Shares of Common Stock of the Company or Other Securities pursuant to Section 4 hereof
or otherwise.


 



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(c)          “Warrant
Shares” means the Shares of Common Stock issuable upon exercise of this Warrant.


 


1.            Exercise
of Warrant.


 


1.1.          Number
of Shares Issuable Upon Exercise. From and after the Issue Date and through and including the Expiration Date, Holder 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, shares of Common Stock of the Company, subject to adjustment pursuant
to Section 4.


 


1.2.          Full
Exercise. This Warrant may be exercised in full by Holder by delivering to the Company an original or facsimile copy of the
form of exercise notice attached as Exhibit A hereto (the “Exercise Form”) duly executed by Holder and
payment, in cash, wire transfer 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 Exercise Price then in effect.
The original Warrant is not required to be surrendered to the Company until it has been fully exercised.


 


1.3.          Partial
Exercise. This Warrant may be exercised in part (but not for a fractional share) by Holder by delivering to the Company an
Exercise Form in the manner and at the place provided in Section 1.2 hereof, except that the amount payable by Holder on
such partial exercise shall be the amount obtained by multiplying (a) the number of whole Shares of Common Stock designated
by Holder in the Exercise Form by (b) the Exercise Price then in effect. Upon the surrender of the original Warrant by Holder
for any such partial exercise, the Company, at its sole expense, shall forthwith issue and deliver to, or upon the order of, Holder
a new Warrant of like tenor, in the name of Holder or as Holder (upon payment by Holder of any applicable transfer taxes) may request,
the whole 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:


 


(a)          If
the Company’s Common Stock is traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, NASDAQ Capital
Market, the New York Stock Exchange or the NYSE Alternext, then the last reported sale price (as reported on Bloomberg L.P.) of
Common Stock on the Trading Day immediately preceding the Determination Date;


 


(b)          If
the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, NASDAQ
Capital Market, the New York Stock Exchange or the NYSE Alternext, but is traded on the Over-the-Counter Bulletin Board or in the
over-the-counter market or Pink Sheets, then the last reported sale price (as reported on Bloomberg L.P.) of Common Stock on the
Trading Day immediately preceding the Determination Date;


 


(c)          Except
as provided in clause (d) below and Section 3.1 hereof, if the Company’s Common Stock is not publicly traded, then the
Fair Market Value shall be as Holder and the Company agree, or in the absence of such an 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; or


 



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(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 certificate of incorporation, then the Fair Market Value is equal to all such amounts
to be payable per share to holders of the Company’s Common Stock pursuant to the certificate of incorporation 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 certificate of incorporation, 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 Holder, acknowledge in writing
its continuing obligation to afford to Holder any rights to which Holder shall continue to be entitled after such exercise in accordance
with the provisions of this Warrant. If Holder shall fail to make any such request, such failure shall not affect the continuing
obligation of the Company to afford to Holder any such rights.


 


1.6.          Delivery
of Stock Certificates, etc. on Exercise; Buy-In. (a) The Company agrees that, provided the full
exercise price listed in the Exercise Form is received in accordance with Section 1.2 hereof, the Shares of Common Stock purchased
upon exercise of this Warrant shall be deemed to be issued to Holder as the record owner of such Shares as of the close of business
on the date on which the Exercise Form is delivered and payment made for such Shares. As soon as practicable after the exercise
of this Warrant in full or in part, and in any event within three (3) business days thereafter (“Warrant Share Delivery
Date”), the Company, at its sole expense (including the payment by it of any applicable issue taxes), will cause to be
issued in the name of and delivered to Holder, or as Holder (upon payment by Holder of any applicable transfer taxes) may direct
in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid
and non-assessable Shares of Common Stock or Other Securities to which Holder shall be entitled on such exercise, plus, in lieu
of any fractional share to which Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market
Value of one full Share of Common Stock, together with any other capital stock or other securities or property (including cash,
where applicable) to which Holder is entitled upon such exercise pursuant to Section 1 hereof or otherwise. The Company understands
that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to Holder.
As compensation to Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Holder for any
late issuance of Warrant Shares after exercise of this Warrant the proportionate amount of $25 per business day after the Warrant
Share Delivery Date for each $10,000 amount of the Exercise Price for which this Warrant is exercised which are not timely delivered.
The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Notwithstanding the
foregoing, and in addition to any other remedies which may be available to Holder, in the event that the Company fails for any
reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, Holder may, in its sole and absolute discretion,
revoke all or part of Holder’s Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company
and Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this
Warrant, except that the liquidated damages described above shall be payable through the date of notice of revocation or rescission
is delivered to the Company.


 



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(b)          In
addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder
a certificate or certificates representing the shares issuable upon exercise of this Warrant pursuant to an exercise on or before
the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares issuable upon exercise of this Warrant
which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the
Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares issuable upon exercise of this Warrant
that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion
of the Warrant and equivalent number of shares issuable upon exercise of this Warrant for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its
exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise for shares of Common Stock with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required
to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall
limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates
representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.


 


1.7.          Automatic
Exercise.   In the event this Warrant is exercisable pursuant to the provisions of Section 2 hereof on a cashless
basis as of the close of the last Trading Day on or before the Expiration Date, then this Warrant, to the extent not previously
unexercised and subject to the limitation in Section 10 of this Warrant, shall be deemed to have been automatically exercised without
the requirement of any notice or delivery of the Exercise Form, pursuant to the terms of Section 2 of this Warrant.  Such
Expiration Date will be deemed the exercise date for purposes of determining the Warrant Share Delivery Date and similar terms
hereof.


 


2.            Exercise.


 


(a)          Payment
upon exercise may be made at the option of Holder in its absolute discretion either in (i) wire transfer payable to the order
of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of Common Stock issuable upon exercise of the
Warrants in accordance with Section (b) below, or (iii) by a combination of any of the foregoing methods, for the
number of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total
number of shares of Common Stock issuable to Holder per the terms of this Warrant) and Holder shall thereupon be entitled to receive
the number of duly authorized, validly issued, fully-paid and non-assessable Shares of Common Stock (or Other Securities) determined
as provided herein. Notwithstanding the immediately preceding sentence, payment upon exercise may be made in the manner described
in Section 2(b) below commencing one year after the Issue Date, but only with respect to Warrant Shares not included for unrestricted
public resale in an effective registration statement.


 


(b)          Subject
to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price
(at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, Holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by delivery of a properly endorsed
Exercise Form delivered to the Company by any means described in Section 13 hereof, in which event the Company shall issue to Holder
a number of shares of Common Stock computed using the following formula:


 


X=Y (A-B)


          A


 


Where  X=         the
number of shares of Common Stock to be issued to Holder


 


 Y=         the
number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion
of the Warrant being exercised (at the date of such calculation)


 



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A=       Fair
Market Value


 


B=       Exercise
Price (as adjusted to the date of such calculation)


 


For purposes of Rule
144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction in the manner described above shall be deemed to have been acquired by Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.


 


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


 


3.1.          Fundamental Transaction. 
If, at any time while this Warrant is outstanding, a Fundamental Transaction (as defined herein) occurs, then, upon any subsequent exercise
of this Warrant, Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of Holder in its sole and absolute
discretion, (a) upon exercise of this Warrant, the number of Shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by Holder of the number of Shares of Common Stock for which this
Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in (1) a transaction
where the consideration paid to holders of the Common Stock consists solely of cash, (2) a “Rule 13e-3 transaction”
as defined in Rule 13e-3 under the Exchange Act or (3) a transaction involving a Person not traded on a national securities exchange,
the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, cash equal to the Black-Scholes
Value.  For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one
share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. 
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction shall issue to Holder a new warrant consistent with
the foregoing provisions and evidencing Holder’s right to exercise such warrant into Alternate
Consideration.  The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions of this Section 3.1 and ensuring that
this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction. “Black-Scholes Value” shall be determined in accordance with the Black-Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the volume
weighted average price (as determined by Bloomberg L.P.) (“VWAP”) of the Common Stock for the Trading Day immediately
preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request and (iii) an expected
volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg L.P. determined as of the Trading Day immediately
following the public announcement of the applicable Fundamental Transaction.


 


(a)          A
Fundamental Transaction is defined as the occurrence of any of the following (each, a “Fundamental Transaction”):


 



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(i)          Borrower
effects any merger or consolidation of Borrower with or into another entity in which the holders of shares of the Borrower’s
capital stock of any class having the right to vote for the election of directors (“Voting Shares”) immediately prior
to merger or consolidation cease to hold at least 50% of the Voting Shares of the continuing or surviving corporation immediately
after such transaction;


 


(ii)         Borrower
effects any sale or transfer of all or substantially all of the properties and assets of Borrower to another Person(s);


 


(iii)        any
purchase, exchange or tender offer (whether by Borrower or another entity) is completed pursuant to which holders of Voting Shares
immediately prior to the consummation of such exchange or tender offer cease to hold at least 50% of the Voting Shares of the continuing
or surviving corporation immediately after the consummation of such exchange or tender offer;


 


3.2           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
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 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 4
hereof. In the event this Warrant does not continue in full force and effect after the consummation of the transactions described
in this Section 3, then only in such event will the Company’s securities and property (including cash, where applicable)
receivable by Holder of the Warrants be delivered to the Trustee as contemplated in connection with the events in this Section 3.2.


 


3.3           Adjustments
for Event of Default. (a) Adjustment of Exercise Price. Upon the occurrence of an Event of Default (as defined in the
Note), the Exercise Price shall be adjusted to the lower of (i) the VWAP for the thirty (30) Trading Days immediately preceding
the date of the occurrence of the Event of Default and (ii) the then applicable Warrant Exercise Price (the “Default Exercise
Price”).


 


(b)          Issuance
of Penalty Warrants. Upon the occurrence of an Event of Default, Holder shall be entitled to receive additional warrants for
each ninety (90) day period the Company remains in default for a default that curable by the Company using its best efforts, under
the same terms and conditions of this Warrant (including, but not limited to, the adjustment of the Exercise Price to the Default
Exercise Price as set forth in Section 3.3(a) above), in an amount equal to 100% of the original amount of the Warrants issued
hereunder. Such additional Warrants shall be issued in accordance with the procedures set forth in Section 1.6 hereof and shall
become due on the first day of every such 90 day period


 


4.          Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional Shares of 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 Common Stock, then, in each such event, the Exercise
Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise 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 Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described in this Section 4. The number of Shares of Common Stock that Holder
of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted 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 Exercise Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise.


 



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5.          Certificate
as to Adjustments. In each case of any adjustment or readjustment in the Shares of Common Stock (or Other Securities) issuable
upon exercise of the Warrants, the Company, at its sole expense, shall 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 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 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. The Company will forthwith mail a copy of each such certificate to Holder and any Warrant Agent of the
Company that is appointed pursuant to Section 11 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 upon the exercise of the Warrant. This Warrant entitles Holder, upon written request, to receive copies of all financial
and other information distributed or required to be distributed to holders of the Company’s Common Stock.


 


7.          Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant and the rights evidenced hereby may
be transferred by any registered Holder (a “Transferor”). 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”),
and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance
with applicable securities laws, the Company 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. Holder of this Warrant has been granted certain registration rights by the Company, as set forth in the Subscription
Agreement. The terms of the Subscription Agreement are incorporated herein by reference.


 



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10.         Maximum
Exercise. Holder shall not be entitled to exercise this Warrant on an exercise date, in
connection with that number of Shares of Common Stock which would be in excess of the sum of (i) the number of Shares of Common
Stock beneficially owned by Holder and its Affiliates on an exercise date, (ii) the number of Shares of Common Stock issuable
upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date
and (iii) the number of Shares of Common Stock issuable upon the conversion of the Note, which would result in beneficial ownership
by Holder and its Affiliates of more than 4.99% of the outstanding Shares of Common Stock on such date. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and Rule 13d-3 thereunder. Subject to the foregoing, Holder shall not be limited to aggregate exercises which would result
in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part,
upon sixty-one (61) days’ prior notice from Holder to the Company to increase such percentage to up to 9.99%, but not in
excess of 9.99%. Holder may decide whether to convert a Note or exercise this Warrant to achieve an actual 4.99% or up to 9.99%
ownership position as described above, but not in excess of 9.99%.


 


11.         Warrant
Agent. The Company may, by written notice to Holder, appoint an agent (a “Warrant Agent”) for the purpose
of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1 hereof, exchanging this
Warrant pursuant to Section 7 hereof and replacing this Warrant pursuant to Section 8 hereof, 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.


 


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


 


13.         Redemption
of Warrants. (a) In the event that (i) (A) the closing bid price of the Company's Common Stock
(as reported by OTC Bulletin Board or any other quotation medium on which the Common Stock is then traded) or (B) the closing sale
price of the Company’s Common Stock on the Principal Market where it is traded and listed) is at least equal to $3.50 (the
“Call Value”) (subject to adjustment for stock splits, stock dividends, reorganizations, and the like) for a
twenty (20) consecutive trading day period (“Pre-Call Period”), and (ii) for each trading day during the Pre-Call
Period, the trading volume for the Company's Common Stock is at least 70,000 shares, then the Company shall have the right, upon
at least ten (10) trading days' prior written notice to the Holder (the “Redemption Notice”), to redeem all
or any portion of the shares underlying this Warrant (not previously exercised), at a redemption price equal to the difference
between (A) the Call Value per share and (B) the then current per share exercise price (subject to adjustment for stock splits,
stock dividends, reorganizations, and the like), which Warrant shall thereafter immediately expire. However, the Company may not
exercise such redemption right more than once in any calendar quarter. 


 


(b)          Any
redemption hereunder shall occur on the date specified in the Redemption Notice (“Redemption Date”), provided
that such Redemption Date shall occur at least ten (10) trading days following the date on which the Holder received the Redemption
Notice (the “Redemption Notice Date”). The period from the Redemption Notice Date to the Redemption Date shall
be referred to herein as the “Post-Call Period”. The Holder may exercise this Warrant, including any portion
subject to a Redemption Notice, at any time and from time to time during the Post-Call Period, and the Company shall honor all
exercises of this Warrant by the Holder during the Post-Call Period. Any Redemption Notice under this Section shall be irrevocable.
If the Company intends to redeem less than all of the then outstanding Warrants issued to Holder under the Subscription Agreement,
it shall do so on a pro rata basis among all Subscribers in accordance with this Section. Failure by the Company to redeem this
Warrant on a timely basis after delivering a Redemption Notice shall result in the Company being prohibited from exercising such
right pursuant to this Section again and shall be a material Event of Default.


 



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(c)          Notwithstanding
anything to the contrary herein, the Company shall be prohibited from exercising its right to redeem this Warrant pursuant to this
Section unless at all times during the Pre-Call Period and Post-Call Period all the Warrant Shares with respect to this Warrant
are covered by an effective registration statement under the 1933 Act and a deliverable prospectus, or such Warrant Shares are
freely tradable without such registration.


 


14.         All
notices, demands, requests, consents, approvals and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable overnight air courier service with charges prepaid, or (iv) transmitted
by hand delivery or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently
by written notice in accordance with this Section. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received), (b) on the first business day following the date of mailing by reputable
overnight air courier service, fully prepaid, addressed to such address or (c) three (3) business days after in the mail or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: 


 


If to the Company,
to:


 


MIMVI, INC.


Attn: Michael Poutre,
Chief Executive Officer


440 North Wolfe Road


Sunnyvale, CA 94085


Facsimile:
(805) 435-1516


 


If to Holder:


 


To the address and
facsimile number listed on the first paragraph of this Note.


 


With a copy to (which
copy shall not constitute notice):


 


[Name and Address]


Facsimile:


 


15.         Law
Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any action brought by either party hereto against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state
and county of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
The Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of
any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


[Signature page follows]


 



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IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first written above.


 


	 	MIMVI, Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 


 



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Exhibit A


 


FORM OF EXERCISE NOTICE


(to be signed only on exercise of Warrant)


TO: MIMVI,
Inc.


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No. A-___), hereby irrevocably elects to purchase (check applicable box):


 


___________ Shares of the Common Stock
covered by such Warrant; or


 


___the maximum number of Shares of
Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant.


 


The undersigned herewith makes payment
of the full exercise price for such Shares at the price per share provided for in the attached Warrant, which is $___________.
Such payment takes the form of (check applicable box or boxes):


 


___$__________ in lawful money of the
United States; and/or


 


___the cancellation of such portion
of the attached Warrant as is exercisable for a total of _______ Shares of Common Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or


 


___the cancellation of such number
of Shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2 of the Warrant, to exercise
this Warrant with respect to the maximum number of Shares of Common Stock purchasable pursuant to the cashless exercise procedure
set forth in Section 2 of the Warrant.


 


The undersigned requests that the certificates
for such Shares be issued in the name of and delivered pursuant to DTC instructions below or to ________________________________
whose address is ___________________________________________________


 


 


The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the attached Warrant shall be made pursuant
to registration of the Common Stock under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act.


 


		DTC Instructions:	
	 	 
	 	 	 



 


	Dated: July 09, 2012	 
	 	(Signature must conform to name of holder as

specified on the face of the Warrant)
	 	 
	 	 
	 	 
	 	(Address)


 



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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 attached Warrant to purchase the percentage and number of Shares of Common Stock of MIMVI, Inc. to which
the attached 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 MIMVI, Inc. with full power of substitution in the premises.


 


	Transferees	 	Percentage Transferred	 	Number Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


	Dated:  July 09, 2012	 	 
	 	 	(Signature must conform to name of holder as specified

on the face of the warrant)
	Signed in the presence of:	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	(Name)	 	 


 



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