Exhibit 4.3




EXHIBIT
D
 
 THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED, (II) SUCH SECURITIES MAY BE SOLD WITHOUT RESTRICTIONS OR VOLUME
LIMITATIONS PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS.
 
 THIS
WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON DECEMBER 31,
2014.
 
 No.
___
 
 FUND.COM
INC.
  WARRANT
TO PURCHASE 2,338,333 SHARES OF
 CLASS
A COMMON STOCK, PAR VALUE $0.001 PER SHARE
 
 FOR VALUE RECEIVED, IP GLOBAL INC. (the “Lender”) and/or its
Affiliates (collectively, the “Warrant Holder”), is
entitled to purchase, subject to the terms and condition of this Warrant, from
FUND.COM INC., a
Delaware corporation (the “Corporation”), at any
time or from time to time from the “Initial Exercise
Date” (as hereinafter defined) and not later than 5:00 P.M., Eastern
time, on the “Warrant
Expiration Date” (as hereinafter defined), an aggregate
of  2,338,333 shares (the “Warrant Shares”) of
the Corporation’s Class A Common Stock (as hereinafter defined), at an exercise
price per Warrant Share equal to sixty cents ($0.60) (the “Exercise
Price”).  The number of Warrant Shares issuable upon exercise
of this Warrant and the Exercise Price shall be subject to adjustment from time
to time as described herein.
 
 This Warrant is the “Warrant” constituting
Exhibit D,
referred to in that certain revolving credit loan agreement dated as of April
30, 2009, by and between the Corporation and the Lender (the “Loan
Agreement”).
 
 The Corporation shall maintain books
for the transfer and registration of the Warrant.  Upon the initial
issuance of this Warrant, the Corporation shall issue and register the Warrant
in the name of the Warrant Holder.
 
 Definitions.                                Unless
otherwise separately defined in this Warrant, all capitalized terms when used
herein shall have the same meaning as they are defined in the Loan
Agreement.  As used in this Warrant, the following terms shall have
the meanings set forth below.
 
 A           “Affiliate” of any
particular Person means any other Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by or under common
control with such Person.  For purposes of this definition, “ control ” (including
the terms “ controlling ,” “
controlled by ”
and “ under common
control with ”) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.
 
 B.           “Bloomberg” shall mean
Bloomberg, L.P. (or any successor to its function of reporting stock
prices).
  
 
 
 C.           "Business Day" means
any day, other than a Saturday or Sunday, or a day on which banking institutions
in the State of New York are authorized or obligated by law, regulation or
executive order to close.
 
 D.           “Class A Common Stock”
means the Class A common stock of the Corporation, par value $0.001 per share,
together with any securities into which the common stock may be reclassified and
any additional class of stock of the Corporation having no preference as to
dividends or distributions on liquidation, provided that the shares purchasable
pursuant to this Warrant shall include only shares of Class A Common Stock,
$0.001 par value per share, in respect of which this Warrant is exercisable, or
shares resulting from any subdivision or combination of such Class A Common
Stock, or in the case of any reorganization, reclassification, consolidation,
merger, or sale of the character referred to in Section 4(e) hereof, the stock
or other securities or property provided for in such Section.
 
 E.           “Class A Common Stock Deemed
Outstanding” shall mean the number of shares of Class A Common Stock
actually outstanding (not including shares of Class A Common Stock held in the
treasury of the Corporation), plus (x) pursuant to Section 4(f)(i) hereof, the
maximum total number of shares of Class A Common Stock issuable upon the
exercise of options (the “Options”), as of the
date of such issuance or grant of such Options, if any, and (y) pursuant to
Section 4(f)(ii) hereof, the maximum total number of shares of Class A Common
Stock issuable upon conversion or exchange of convertible securities (the
“Convertible Securities”), as of the date of issuance of such Convertible
Securities, if any.
 
 F.           "Exercise Date" means,
for any one or more exercises of this Warrant, the date specified in the notice
of exercise in the form attached hereto (the "Notice of Exercise"),
so long as a copy of the Notice of Exercise is faxed, emailed or delivered by
other means resulting in receipt by the Corporation before 11:59 p.m, New York
City time, on the Warrant Expiration Date.
 
 G.           "Exercise Price" means
initially Sixty Cents ($0.60) per Warrant Share, or such other amount into which
such Exercise Price may be adjusted pursuant to Section 4 of this
Warrant.
  H.            “Initial Exercise
Date” shall mean the date of this Warrant.
 
 I.            “Market Price” means,
as of any Trading Day, (i) the average of the last reported sale prices for the
shares of Class A Common Stock on a national securities exchange which is the
principal trading market for the Class A Common Stock for the twenty (20)
Trading Days immediately preceding such date as reported by Bloomberg or (ii) if
no national securities exchange is the principal trading market for the shares
of Class A Common Stock, the average of the last reported sale prices on the
principal trading market for the Class A Common Stock during the same period as
reported by Bloomberg, or (iii) if market value cannot be calculated as of such
date on any of the foregoing bases, the Market Price shall be the fair market
value as reasonably determined in good faith by the Corporation’s Board of
Directors in the exercise of its good faith judgment.  The manner of
determining the Market Price of the Class A Common Stock set forth in the
foregoing definition shall apply with respect to any other security in respect
of which a determination as to market value must be made hereunder.
 
 J.            “Trading Day” shall
mean any day on which the Class A Common Stock is traded for any period on the
principal securities exchange or other securities market on which the Class A
Common Stock is then being traded.
 
 L.            
“Warrant Expiration
Date” shall mean 5:00 p.m. (Eastern time) on December 31,
2014.
 
 M.            Warrant Holder” shall
mean the collective reference to the Investor, its Affiliates or any one or more
holder(s) of this Warrant.
    2
 
 N.           
“Warrant
Shares” shall mean the shares of Class A Common Stock issuable upon the
full or partial exercise of this Warrant, as such shares may be adjusted
pursuant to the terms of this Warrant.
  This
Warrant is subject to the following terms, provisions, and
conditions:
  Section
1.  Manner of
Exercise.
  a.           Procedure.Subject
to the provisions hereof, this Warrant may be exercised by the Holder, in whole
or in part, by the surrender of this Warrant, together with a completed exercise
agreement in the form attached hereto (the “Exercise Agreement”), to the
Corporation during normal business hours on any day that banks are generally
open for business in New York City (a “Business Day”) at the Corporation’s
principal executive offices (or such other office or agency of the Corporation
as it may designate by notice to the Holder), and upon (i) payment to the
Corporation in cash, by certified or official bank check or by wire transfer for
the account of the Corporation of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement or (ii) by delivery to the Corporation of a
written notice of an election to effect a Cashless Exercise (as defined in Section 1(c) below)
for the Warrant Shares specified in the Exercise Agreement.  The
Warrant Shares so purchased shall be deemed to be issued to the Holder or such
Holder’s designee, as the record owner of such shares, as of the close of
business on the date on which the completed Exercise Agreement shall have been
delivered, and payment shall have been made for such shares as set forth
above.  Certificates for the Warrant Shares so purchased, representing
the aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the Holder (without restrictive legend thereon when such exercise
occurs while a registration statement registering under the Securities Act of
1933, as amended (the “Securities Act”) the resale of the Warrant Shares so
purchased is effective or such Warrant Shares so purchased may be resold by the
Holder pursuant to Rule 144(i) or any similar successor rule) within a
reasonable time, not exceeding five (5) Business Days, after this Warrant shall
have been so exercised.  The certificates so delivered shall be in
such denominations as may be requested by the Holder and shall be registered in
the name of the Holder or such other name as shall be designated by the
Holder.  If this Warrant shall have been exercised only in part, then,
at the option of the Holder (i) the Holder may surrender this Warrant to the
Corporation and, unless this Warrant has expired, the Corporation shall, at its
expense, within a reasonable time, not exceeding twenty (20) Business Days,
after this Warrant shall have been so exercised, deliver to the Holder a new
Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised, or (ii) the Holder may retain this Warrant
and the Warrant Shares purchasable under this Warrant shall be reduced by such
number of Warrant Shares so exercised by the Holder and properly delivered by
the Corporation hereunder.
  b.           Cashless
Exercise.  Notwithstanding any provisions herein to the
contrary, if during the Exercise Period the fair market value of one share of
the Common Stock is greater than the Exercise Price (at the date of calculation
as set forth below), in lieu of exercising this Warrant by payment of cash or by
check, the Holder may exercise this Warrant in whole or in part by presentation
and surrender of this Warrant to the Corporation at its principal executive
offices, with a written notice of the Holders intention to effect a cashless
exercise, including a calculation of the number of share of Class A Common Stock
to be issued upon such exercise in accordance with the terms hereof (a “Cashless
Exercise”).  In the event of a Cashless Exercise, in lieu of paying
the Exercise Price in cash, the Holder shall surrender this Warrant for that
number of shares of Class A Common Stock determined by multiplying the number of
Warrant Shares to which such Holder would otherwise be entitled by a fraction
(i) the numerator of which shall be the difference between (A) the average
Market Price per share of the Class A Common Stock for the twenty (20) Trading
Days immediately prior to the date the completed Exercise Agreement shall have
been delivered to the Corporation (the “Cashless Exercise Market
Price”) and (B) the Exercise Price (as adjusted to the date of such
calculation), multiplied by the number of shares of Common Stock purchasable
under this Warrant or, if only a portion of this Warrant is being exercised, the
portion of this Warrant being canceled (at the date of such calculation) and
(ii) the denominator of which shall be the Cashless Exercise Market
Price.
    3
  Section
2.  Period of
Exercise.
   This
Warrant is exercisable at any time or from time to time on or after the date
hereof and before 5:00 p.m., New York, New York time on March 31, 2014 (the
“Exercise
Period”).
  Section
3.  Certain Agreements of the
Corporation.
  The
Corporation hereby covenants and agrees as follows:
 
 a.           Shares to be Fully
Paid.  All Warrant Shares will, upon issuance in accordance
with the terms of this Warrant, be validly issued, fully paid, and nonassessable
and free from all taxes, liens, and charges with respect to the issue
thereof.
  b.           Reservation of
Shares.  During the Exercise Period, the Corporation shall at
all times have authorized, and reserved for the purpose of issuance upon
exercise of this Warrant, a sufficient number of shares of Class A Common Stock
to provide for the exercise of this Warrant.
  c.           Listing.  If
the Corporation’s Class A Common Stock is listed as of the date of this Warrant,
or if so listed in the future, the Corporation shall maintain its listing of its
Class A Common Stock on each national securities exchange or automated quotation
system, as the case may be, and shall maintain such listing of any other shares
of capital stock of the Corporation issuable upon the exercise of this Warrant
if and so long as any shares of the same class shall be listed on such national
securities exchange or automated quotation system.
  d.           Certain Actions
Prohibited.  The Corporation will not, by amendment of its
charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the Holder of this
Warrant in order to protect the exercise privilege of the Holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the
Corporation (i) will not increase the par value of any shares of Class A Common
Stock receivable upon the exercise of this Warrant above the Exercise Price then
in effect, and (ii) will take all such actions as may be necessary or
appropriate in order that the Corporation may validly and legally issue fully
paid and nonassessable shares of Class A Common Stock upon the exercise of this
Warrant.
  e.           Successors and
Assigns.  This Warrant will be binding upon any entity
succeeding to the Corporation by merger, consolidation, or acquisition of all or
substantially all the Corporation’s assets.
  f.           Delivery of Class A Common
Stock by Electronic Transfer.  In lieu of delivering physical
certificates representing the Class A Common Stock issuable upon exercise,
provided the Corporation’s transfer agent is participating in the Depository
Trust Corporation (“DTC”) Fast Automated Securities Transfer program and the
Corporation has activated such programs, upon request of the Holder and its
compliance with the provisions contained in Section 1, the Corporation shall use
its best efforts to cause its transfer agent to electronically transmit the
Class A Common Stock issuable upon exercise to the Holder by crediting the
account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent
Commission system.
   4
   Section
4.  Antidilution
Provisions.  During the Exercise Period, the Exercise Price and
the number of Warrant Shares shall be subject to adjustment from time to time as
provided in this Section 4.  In the event that any adjustment of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up to the nearest cent.
  a.           Subdivision or Combination
of Class A Common Stock.  If the Corporation at any time
subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Class A Common
Stock acquirable hereunder into a greater number of shares, then, after the date
of record for effecting such subdivision, the Exercise Price in effect
immediately prior to such subdivision will be proportionately
reduced.  If the Corporation at any time combines (by any reverse
stock split, recapitalization, reorganization, reclassification or otherwise)
the shares of Class A Common Stock acquirable hereunder into a smaller number of
shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be
proportionately increased.
  b.           Adjustment in Number of
Shares.  Upon each adjustment of the Exercise Price pursuant to
the provisions of this Section 4, the number of shares of Class A Common Stock
issuable upon exercise of this Warrant shall be adjusted by multiplying a number
equal to the Exercise Price in effect immediately prior to such adjustment by
the number of shares of Class A Common Stock issuable upon exercise of this
Warrant immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.
  c.           Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or
Sale.
 
 (i)           Subject
at all times to the provisions of Section 4(c)(iii) below, in case the
Corporation after the Original Issue Date shall do any of the following (each, a
“Triggering Event”): (a) consolidate or merge with or into any other Person and
the Corporation shall not be the continuing or surviving corporation of such
consolidation or merger, or (b) permit any other Person to consolidate with or
merge into the Corporation and the Corporation shall be the continuing or
surviving Person but, in connection with such consolidation or merger, any
Capital Stock of the Corporation shall be changed into or exchanged for
Securities of any other Person or cash or any other property, or (c) transfer
all or substantially all of its properties or assets to any other Person, or (d)
effect a capital reorganization or reclassification of its Class A Common Stock
and/or Preferred Stock (collectively, “Capital Stock”), then, and in the case of
each such Triggering Event, proper provision shall be made to the Exercise Price
and the number of shares of Warrant Stock that may be purchased upon exercise of
this Warrant so that, upon the basis and the terms and in the manner provided in
this Warrant, the Holder of this Warrant shall be entitled upon the exercise
hereof at any time after the consummation of such Triggering Event, to the
extent this Warrant is not exercised prior to such Triggering Event, to receive
at the Exercise Price in effect at the time immediately prior to the
consummation of such Triggering Event, in lieu of the Class A Common Stock
issuable upon such exercise of this Warrant prior to such Triggering Event, the
Capital Stock, cash and property to which such Holder would have been entitled
upon the consummation of such Triggering Event if such Holder had exercised the
rights represented by this Warrant immediately prior thereto (including the
right of a shareholder to elect the type of consideration it will receive upon a
Triggering Event), subject to adjustments (subsequent to such corporate action)
as nearly equivalent as possible to the adjustments provided for elsewhere in
this Section 4; provided, however, the Holder
at its option may elect to receive an amount in unregistered shares of the
common stock of the surviving entity equal to the value of this Warrant
calculated in accordance with the Black-Scholes formula; provided, further, such shares
of Class A Common Stock shall be valued at a twenty percent (20%) discount to
the VWAP of the Class A Common Stock for the twenty (20) Trading Days
immediately prior to the Triggering Event.  Immediately upon the occurrence
of a Triggering Event, the Corporation shall notify the Holder in writing of
such Triggering Event and provide the calculations in determining the number of
shares of Warrant Stock issuable upon exercise of the new warrant and the
adjusted Exercise Price.  Upon the Holder’s request, the continuing or
surviving corporation as a result of such Triggering Event shall issue to the
Holder a new warrant of like tenor evidencing the right to purchase the adjusted
number of Warrant Shares and the adjusted Exercise Price pursuant to the terms
and provisions of this Section 4(c)(i).  Notwithstanding the foregoing to
the contrary, this Section 4(c)(i) shall only apply if the surviving entity
pursuant to any such Triggering Event is a company that has a class of equity
securities registered pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), and its common stock is listed or quoted on a national securities
exchange, national automated quotation system or the OTC Bulletin Board. 
In the event that the surviving entity pursuant to any such Triggering Event is
not a public company that is registered pursuant to the Exchange Act or its
common stock is not listed or quoted on a national securities exchange, national
automated quotation system or the OTC Bulletin Board, then the Holder shall have
the right to demand that the Corporation pay to the Holder an amount in cash
equal to the value of this Warrant calculated in accordance with the
Black-Scholes formula.
   5
   
 (ii)           In
the event that the Holder has elected not to exercise this Warrant prior to the
consummation of a Triggering Event and has also elected not to receive an amount
in cash equal to the value of this Warrant calculated in accordance with the
Black-Scholes formula pursuant to the provisions of Section 4(c)(i) above, so
long as the surviving entity pursuant to any Triggering Event is a company that
has a class of equity securities registered pursuant to the Exchange Act and its
common stock is listed or quoted on a national securities exchange, national
automated quotation system or the OTC Bulletin Board, the surviving entity
and/or each Person (other than the Corporation) which may be required to deliver
any Securities, cash or property upon the exercise of this Warrant as provided
herein shall assume, by written instrument delivered to, and reasonably
satisfactory to, the Holder of this Warrant, (A) the obligations of the
Corporation under this Warrant (and if the Corporation shall survive the
consummation of such Triggering Event, such assumption shall be in addition to,
and shall not release the Corporation from, any continuing obligations of the
Corporation under this Warrant) and (B) the obligation to deliver to such Holder
such Securities, cash or property as, in accordance with the foregoing
provisions of this subsection (a), such Holder shall be entitled to receive, and
the surviving entity and/or each such Person shall have similarly delivered to
such Holder an opinion of counsel for the surviving entity and/or each such
Person, which counsel shall be reasonably satisfactory to such Holder, or in the
alternative, a written acknowledgement executed by the President or Chief
Financial Officer of the Corporation, stating that this Warrant shall thereafter
continue in full force and effect and the terms hereof (including, without
limitation, all of the provisions of this subsection (a)) shall be applicable to
the Capital Stock, cash or property which the surviving entity and/or each such
Person may be required to deliver upon any exercise of this Warrant or the
exercise of any rights pursuant hereto.
 
 (iii)           Notwithstanding
anything to the contrary contained in this Section 4(c), the provisions of
Section 4(c)(i) or Section 4(c)(ii) above shall not apply in the event that the
consideration paid or received by the Corporation or its stockholders in
connection with any Triggering Event shall be accretive (and not dilutive) to
the Corporation and/or its stockholders, in that the consideration received or
receivable by the Corporation or its stockholders in connection with such
Triggering Event, shall have a fair market value equal to or in excess of 100%
of the Exercise Price then in effect.  The provisions of this Section 4(c)
shall also not apply to an acquisition by the Corporation or any subsidiary, in
which the Corporation shall remain the surviving entity and the ability to elect
the board of directors of the Corporation shall not be transferred to or vested
in any other Person or Persons not previously affiliated with the
Corporation.
 
 d.           Distribution of
Assets.  In case the Corporation shall declare or make any
distribution of its assets (including cash) to holders of Class A Common Stock
as a partial liquidating dividend, by way of return of capital or otherwise,
then, after the date of record for determining shareholders entitled to such
distribution, but prior to the date of distribution, the Holder of this Warrant
shall be entitled upon exercise of this Warrant for the purchase of any or all
of the shares of Class A Common Stock subject hereto, to receive the amount of
such assets which would have been payable to the Holder had the Holder been the
holder of such shares of Class A Common Stock on the record date for the
determination of shareholders entitled to such distribution.
   6
   e.           Adjustment Due to Dilutive
Issuance.  If, at any time when any Warrants are issued and
outstanding, the Corporation issues or sells, or in accordance with this Section
4(e) or Section 4(f) is deemed to have issued or sold, any shares of Class A
Common Stock for no consideration or for a consideration per share (before
deduction of reasonable expenses or commissions or underwriting discounts or
allowances in connection therewith) less than the Exercise Price in effect on
the date of such issuance (or deemed issuance) of such shares of Class A Common
Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the
Exercise Price will be reduced to the price determined by multiplying the
Exercise Price in effect immediately prior to the Dilutive Issuance by a
fraction, (A) the numerator of which is an amount equal to the sum of (x) the
number of shares of Class A Common Stock Deemed Outstanding immediately prior to
the Dilutive Issuance, plus (y) the quotient of the aggregate consideration,
calculated as set forth in Section 4(f), received by the Corporation upon such
Dilutive Issuance divided by the Exercise Price in effect immediately prior to
the Dilutive Issuance, and (B) the denominator of which is the Class A Common
Stock Deemed Outstanding (as defined below) immediately after the Dilutive
Issuance; provided that only one adjustment will be made for each Dilutive
Issuance.  The term “Class A Common Stock Deemed Outstanding” shall
mean the number of shares of Class A Common Stock actually outstanding (not
including shares of Class A Common Stock held in the treasury of the
Corporation), plus (i) the maximum total number of shares of Class A Common
Stock issuable upon the exercise of Options, as of the date of such issuance or
grant of such Options, if any, and (ii) the maximum total number of shares of
Class A Common Stock issuable upon conversion or exchange of Convertible
Securities, as of the date of issuance of such Convertible Securities, if
any.  No adjustment to the Exercise Price shall have the effect of
increasing the Exercise Price above the Exercise Price in effect immediately
prior to such adjustment.
  f.           Effect on Exercise Price of
Certain Events.  For purposes of determining the adjusted
Exercise Price, the following will be applicable:
  (i)           Issuance of Rights or
Options.  If the Corporation in any manner issues or grants any
Warrants, rights or options, whether or not immediately exercisable, to
subscribe for or to purchase Class A Common Stock or other securities
convertible into or exchangeable for Class A Common Stock (“Convertible
Securities”) (such Warrants, rights and options to purchase Class A Common Stock
or Convertible Securities are hereinafter referred to as “Options”) and the
price per share for which Class A Common Stock is issuable upon the exercise of
such Options is less than the Exercise Price on the date of issuance or grant of
such Options, then the maximum total number of shares of Class A Common Stock
issuable upon the exercise of all such Options will, as of the date of the
issuance or grant of such Options, be deemed to be outstanding and to have been
issued and sold by the Corporation for such price per share.  For
purposes of the preceding sentence, the “price per share for which Class A
Common Stock is issuable upon the exercise of such Options” is determined by
dividing (i) the total amount, if any, received or receivable by the Corporation
as consideration for the issuance or granting of all such Options, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Corporation upon the exercise of all such Options, plus, in the case of
Convertible Securities issuable upon the exercise of such Options, the minimum
aggregate amount of additional consideration payable upon the conversion or
exchange thereof at the time such Convertible Securities first become
convertible or exchangeable, by (ii) the maximum total number of shares of Class
A Common Stock issuable upon the exercise of all such Options (assuming full
conversion of Convertible Securities, if applicable).  No further
adjustment to the Exercise Price will be made upon the actual issuance of such
Class A Common Stock upon the exercise of such Options or upon the conversion or
exchange of Convertible Securities issuable upon exercise of such
Options.
   7
   (ii)           Issuance of Convertible
Securities.  If the Corporation in any manner issues or sells
any Convertible Securities, whether or not immediately convertible (other than
where the same are issuable upon the exercise of Options) and the price per
share for which Class A Common Stock is issuable upon such conversion or
exchange is less than the Exercise Price on the date of issuance, then the
maximum total number of shares of Class A Common Stock issuable upon the
conversion or exchange of all such Convertible Securities will, as of the date
of the issuance of such Convertible Securities, be deemed to be outstanding and
to have been issued and sold by the Corporation for such price per
share.  For the purposes of the preceding sentence, the “price per
share for which Class A Common Stock is issuable upon such conversion or
exchange” is determined by dividing (i) the total amount, if any, received or
receivable by the Corporation as consideration for the issuance or sale of all
such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof at the time such Convertible Securities first become
convertible or exchangeable, by (ii) the maximum total number of shares of Class
A Common Stock issuable upon the conversion or exchange of all such Convertible
Securities.  No further adjustment to the Exercise Price will be made
upon the actual issuance of such Class A Common Stock upon conversion or
exchange of such Convertible Securities.
  (iii)           Change in Option Price or
Conversion Rate.  If there is a change at any time in (i) the
amount of additional consideration payable to the Corporation upon the exercise
of any Options; (ii) the amount of additional consideration, if any, payable to
the Corporation upon the conversion or exchange of any Convertible Securities;
or (iii) the rate at which any Convertible Securities are convertible into or
exchangeable for Class A Common Stock (other than under or by reason of
provisions designed to protect against dilution), the Exercise Price in effect
at the time of such change will be readjusted to the Exercise Price which would
have been in effect at such time had such Options or Convertible Securities
still outstanding provided for such changed additional consideration or changed
conversion rate, as the case may be, at the time initially granted, issued or
sold.
  (iv)           Subdivision or Combination
of Class A Common Stock.  If the Corporation at any time
subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Class A Common
Stock acquirable hereunder into a greater number of shares, then, after such
date of record for effecting such subdivision, the Exercise Price in effect
immediately prior to such subdivision will be proportionately
reduced.  If the Corporation at any time combines (by reverse stock
split, recapitalization, reorganization, reclassification or otherwise) the
shares of Class A Common Stock acquirable hereunder into a smaller number of
shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased.
  (v)           Treatment of Expired Options
and Unexercised Convertible Securities.  If, in any case, the
total number of shares of Class A Common Stock issuable upon exercise of any
Option or upon conversion or exchange of any Convertible Securities is not, in
fact, issued and the rights to exercise such Option or to convert or exchange
such Convertible Securities shall have expired or terminated, the Exercise Price
then in effect will be readjusted to the Exercise Price which would have been in
effect at the time of such expiration or termination had such Option or
Convertible Securities, to the extent outstanding immediately prior to such
expiration or termination (other than in respect of the actual number of shares
of Class A Common Stock issued upon exercise or conversion thereof), never been
issued.
  (vi)           Calculation of Consideration
Received.  If any Class A Common Stock, Options or Convertible
Securities are issued, granted or sold for cash, the consideration received
therefor for purposes of the holder’s Note will be the amount received by the
Corporation therefor, before deduction of reasonable commissions, underwriting
discounts or allowances or other reasonable expenses paid or incurred by the
Corporation in connection with such issuance, grant or sale.  In case
any Class A Common Stock, Options or Convertible Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the consideration other than cash received by the Corporation will be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation will be the Market Price thereof as of the date of
receipt.  In case any Class A Common Stock, Options or Convertible
Securities are issued in connection with any acquisition, merger or
consolidation in which the Corporation is the surviving corporation, the amount
of consideration therefor will be deemed to be the fair value of such portion of
the net assets and business of the non-surviving corporation as is attributable
to such Class A Common Stock, Options or Convertible Securities, as the case may
be.  The fair value of any consideration other than cash or securities
will be determined in good faith by the Board of Directors of the
Corporation.
  8
    (vii)           Exceptions to Adjustment of
Exercise Price.  No adjustment to the Exercise Price will be
made (A) upon the issuance of shares of Class A Common Stock or options to
purchase Class A Common Stock to employees of the Corporation pursuant to any
stock or option plan duly adopted by the Board of Directors of the Corporation,
(B) the issuance of shares of Class A Common Stock upon exercise of Warrants or
conversion of any of the Initial Closing Note or other Notes issued under the
Loan Agreement or (C) the issuance of securities pursuant to and as contemplated
by the Securities Purchase Agreement between the Company, Amalphis Group Inc.,
and Global Asset Fund Limited.
  (viii)           Notice of
Adjustment.  Upon the occurrence of any event which requires
any adjustment of the Exercise Price, then, and in each such case, the
Corporation shall give notice thereof to the Holder of this Warrant, which
notice shall state the Exercise Price resulting from such adjustment and the
increase or decrease in the number of Warrant Shares purchasable at such price
upon exercise, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.  Such calculation
shall be certified by the Chief Financial Officer of the
Corporation.
  (ix)           Minimum Adjustment of
Exercise Price.  No adjustment of the Exercise Price shall be
made in an amount of less than 1% of the Exercise Price in effect at the time
such adjustment is otherwise required to be made, but any such lesser adjustment
shall be carried forward and shall be made at the time and together with the
next subsequent adjustment which, together with any adjustments so carried
forward, shall amount to not less than 1% of such Exercise Price.
  g.           No Fractional
Shares.  No fractional shares of Class A Common Stock are to be
issued upon the exercise of this Warrant.  In lieu of the Company
issuing any fractional shares to which the Holder would otherwise be entitled,
the Company shall round the number of shares to be issued upon conversion up to
the nearest whole number of share.
  h.           Other
Notices.  In case at any time:
  (i)           the
Corporation shall declare any dividend upon the Class A Common Stock payable in
shares of stock of any class or make any other distribution (including dividends
or distributions payable in cash out of retained earnings) to the holders of the
Class A Common Stock;
  (ii)           the
Corporation shall offer for subscription pro rata to the holders of the Class A
Common Stock any additional shares of stock of any class or other
rights;
  (iii)           there
shall be any capital reorganization of the Corporation, or reclassification of
the Class A Common Stock, or consolidation or merger of the Corporation with or
into, or sale of all or substantially all its assets to, another corporation or
entity; or
  (iv)           there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Corporation;
   9
    then, in
each such case, the Corporation shall give to the Holder of this Warrant (a)
notice of the date on which the books of the Corporation shall close or a record
shall be taken for determining the holders of Class A Common Stock entitled to
receive any such dividend, distribution, or subscription rights or for
determining the holders of Class A Common Stock entitled to vote in respect of
any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up and (b) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, or other such fundamental change, notice of the date
(or, if not then known, a reasonable approximation thereof by the Corporation)
when the same shall take place.  Such notice shall also specify the
date on which the holders of Class A Common Stock shall be entitled to receive
such dividend, distribution, or subscription rights or to exchange their Class A
Common Stock for stock or other securities or property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be.  Such notice shall be
given at least thirty (30) days prior to the record date or the date on which
the Corporation’s books are closed in respect thereto.  Failure to
give any such notice or any defect therein shall not affect the validity of the
proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
  Section
5.  Issue
Tax.
  The
issuance of certificates for Warrant Shares upon the exercise of this Warrant
shall be made without charge to the Holder of this Warrant or such shares for
any issuance tax or other costs in respect thereof, provided that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than the Holder of this Warrant.
  Section
6.  No Rights or Liabilities as
a Stockholder.
  This
Warrant shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Corporation.  No provision of this Warrant, in the
absence of affirmative action by the Holder to purchase Warrant Shares, and no
mere enumeration herein of the rights or privileges of the Holder, shall give
rise to any liability of the Holder for the Exercise Price or as a stockholder
of the Corporation, whether such liability is asserted by the Corporation or by
creditors of the Corporation.
  Section
7.  Transfer, Exchange, and
Replacement of Warrant.
  a.           Restriction on
Transfer.  This Warrant and the rights granted to the Holder
are transferable, in whole or in part, upon surrender of this Warrant, together
with a properly executed assignment in the form attached hereto, at the office
or agency of the Corporation referred to in Section 7(e) below, provided,
however, that any transfer or assignment shall be subject to the conditions set
forth in Section 7(f) hereof and to the applicable provisions of the Loan
Agreement.  Until due presentment for registration of transfer on the
books of the Corporation, the Corporation may treat the registered holder hereof
as the owner and holder hereof for all purposes, and the Corporation shall not
be affected by any notice to the contrary.
  b.           Warrant Exchangeable for
Different Denominations.  This Warrant is exchangeable, upon
the surrender hereof by the Holder at the office or agency of the Corporation
referred to in Section 7(e) below, for new Warrants of like tenor representing
in the aggregate the right to purchase the number of shares of Class A Common
Stock, in not less than 1,000 increments, which may be purchased hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
shall be designated by the Holder at the time of such surrender.
  c.           Replacement of
Warrant.  Upon receipt of evidence reasonably satisfactory to
the Corporation of the loss, theft, destruction, or mutilation of this Warrant
and, in the case of any such loss, theft, or destruction, upon delivery of an
indemnity agreement reasonably satisfactory in form and amount to the
Corporation, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Corporation, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
   10
   d.           Cancellation; Payment of
Expenses.  Upon the surrender of this Warrant in connection
with any transfer, exchange, or replacement as provided in this Section 7, this
Warrant shall be promptly canceled by the Corporation.  The
Corporation shall pay all taxes (other than securities transfer taxes) and all
other expenses (other than legal expenses, if any, incurred by the Holder) and
charges payable in connection with the preparation, execution, and delivery of
Warrants pursuant to this Section 7.
  e.           Register.  The
Corporation shall maintain, at its principal executive offices (or such other
office or agency of the Corporation as it may designate by notice to the
Holder), a register for this Warrant, in which the Corporation shall record the
name and address of the person in whose name this Warrant has been issued, as
well as the name and address of each transferee and each prior owner of this
Warrant.
  f.           Exercise or Transfer Without
Registration.  If, at the time of the surrender of this Warrant
in connection with any exercise, transfer, or exchange of this Warrant, this
Warrant (or, in the case of any exercise, the Warrant Shares issuable
hereunder), shall not be registered under the Securities Act and under
applicable state securities or blue sky laws, the Corporation may require, as a
condition of allowing such exercise, transfer, or exchange, (i) that the Holder
furnish to the Corporation a written opinion of counsel, which opinion and
counsel are acceptable to the Corporation, to the effect that such exercise,
transfer, or exchange may be made without registration under the Securities Act
and under applicable state securities or blue sky laws, (ii) that the Holder
execute and deliver to the Corporation an investment letter in form and
substance reasonably acceptable to the Corporation and (iii) that the transferee
be an “accredited investor” as defined in Rule 501(a) promulgated under the
Securities Act; provided, however, that no such opinion, letter or status as an
“accredited investor” shall be required in connection with a transfer pursuant
to Rule 144 under the Securities Act.  The first Holder of this
Warrant, by taking and holding the same, represents to the Corporation that such
Holder is acquiring this Warrant for investment and not with a view to the
distribution thereof.
  g.           Compliance with Securities
Laws.The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and Warrant Shares to be issued upon exercise
hereof are being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment, and that the Holder will not
offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be
issued upon exercise hereof except pursuant to an effective registration
statement, or an exemption from registration, under the Securities Act and any
applicable state securities laws.
 
 (ii)           Except
as otherwise provided in Section 1(a) or 7(f), this Warrant and all certificates
representing the Warrant Shares issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form:
 
 THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.
  11
 
 Section
8.  Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if given in accordance
with the Loan Agreement.
  Section
9.  Governing
Law.  This Warrant shall be enforced, governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such state, without regard to the
principles of conflict of laws.  The Corporation hereby submits to the
exclusive jurisdiction of the United States federal courts and New York state
courts located in New York, New York with respect to any dispute arising under
this Warrant, the agreements entered into in connection herewith or the
transactions contemplated hereby or thereby.  The Corporation
irrevocably waives the defense of an inconvenient forum to the maintenance of
such suit or proceeding.  The Corporation further agrees that service
of process upon it mailed by first class mail shall be deemed in every respect
effective service of process upon the Corporation in any such suit or
proceeding.  Nothing herein shall affect the Holder’s right to serve
process in any other manner permitted by law.  A final non-appealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful
manner.
  Section
10.  Miscellaneous.
  a.           Amendments.  This
Warrant and any provision hereof may be amended by an instrument in writing
signed by the Corporation and holders of a majority of the then-unexercised
Warrant Shares underlying the Warrants issued pursuant to the Loan
Agreement.  All such amendments shall be binding to all Holders of
Warrants issued pursuant to the Loan Agreement.
  b.           Descriptive
Headings.  The descriptive headings of the several sections of
this Warrant are inserted for purposes of reference only, and shall not affect
the meaning or construction of any of the provisions hereof.
  c.           Remedies.  The
Corporation acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby.  Accordingly, the Corporation
acknowledges that the remedy at law for a breach of its obligations under this
Warrant will be inadequate and agrees, in the event of a breach or threatened
breach by the Corporation of the provisions of this Warrant, that the Holder
shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Warrant and to
enforce specifically the terms and provisions thereof, without the necessity of
showing economic loss and without any bond or other security being
required.
  d.           Facsimile
Signature.                                           This
Warrant may be issued to the Holder containing a facsimile signature of Gregory
Webster, the Chief Executive Officer of the Corporation; which facsimile
signature the Corporation acknowledges and agrees shall have the same validity
and enforceability as those the same were a ribbon original
signature.
 
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of page intentionally left blank]
    12
  IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be signed by its duly authorized officer.
 
 FUND.COM
INC.
 
 
 
 By:
      /s/  Gregory
      Webster
 Name:  Gregory
      Webster,
 Title:  CEO
 
 
 
 
 
 
 Dated as
of ___________ __, 2009
    13
   FORM OF
EXERCISE AGREEMENT
 
 Dated:  ________ __,
200_
 
 To:                          Fund.com
Inc.
 455
Broadway, 4th
floor
 New York,
New York 10012
 Attn: President
 
 The undersigned, pursuant to the
provisions set forth in the within Warrant, hereby agrees to purchase ________
shares of Class A Common Stock covered by such Warrant, and makes payment
herewith in full therefor at the price per share provided by such
Warrant:
 
 [check
applicable box]
 
 ___                      in
cash or by certified or official bank check or by wired funds in the amount of,
or,
 
 ___                      by
surrender of securities issued by the Corporation (including a portion of the
Warrant) having a market value (in the case of a portion of this Warrant,
determined in accordance with the cashless exercise provisions set forth in
Section 1b of
the Warrant) equal to $_________.
 
 Please
issue a certificate or certificates for such shares of Class A Common Stock in
the name of and pay any cash for any fractional share to:
  Name:Signature:Address:Note:
                          The
      above signature should correspond exactly with the name on the face of the
      within Warrant, if applicable.
 
  and, if
said number of shares of Class A Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any fraction of a share paid in cash.
    
    FORM OF
ASSIGNMENT
 
 FOR VALUE
RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of
the undersigned under the within Warrant, with respect to the number of shares
of Class A Common Stock covered thereby set forth herein below, to:
  
 Name of Assignee
                
                Address
                
                No of
Shares
 
 , and
hereby irrevocably constitutes and appoints ___________________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the
premises.
 
 Dated:                      ________
      __, 200_In
      the presence of:Name:Signature:Title
      of Signing Officer or Agent (if any):Address:Note:
                              The
      above signature should correspond exactly with the name on the face of the
      within Warrant, if
applicable.