EXHIBIT 10.2


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


	
  Warrant
  No. IVOWDJ- 

  	
   

  	
  Number of Shares: 

  
	
  Date of Issuance:
  July       , 2005

  	
   

  	
  (subject to adjustment)

  



 


IVOW, INC.


 


Common Stock Purchase Warrant


 


IVOW, Inc. (the “Company”), for value
received, hereby certifies that                          
or its registered assigns (the “Registered Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company, at any time
after the date hereof and on or before July     , 2010
(subject to Section 1(c) below) (the “Expiration Date”), up to                 
shares (as adjusted from time to time pursuant to the provisions of this
Warrant) of Common Stock of the Company, at a purchase price of $0.30 per
share.  The shares purchasable upon
exercise of this Warrant and the purchase price per share, as adjusted from
time to time pursuant to the provisions of this Warrant, are sometimes
hereinafter referred to as the “Warrant Stock” and the “Purchase
Price,” respectively.


 


This Warrant is issued in connection with that certain
Subscription Agreement, dated as of July         ,
2005, by and between the Company and the Registered Holder (the “Subscription
Agreement”) and is subject to the terms and conditions of the Subscription
Agreement.  The Warrant Stock possesses
certain registration rights pursuant to the Subscription Agreement.


 


1.       Exercise.


 


(a)           Manner of Exercise.  This
Warrant may be exercised by the Registered Holder, in whole or in part, by
surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A
(“Exercise Form”) duly executed by such Registered Holder or by such Registered
Holder’s duly authorized attorney, at the principal office of the Company, or
at such other office or agency as the Company may designate, accompanied by
payment in full of the Purchase Price payable in respect of the number of
shares of Warrant Stock purchased upon such exercise.  The Purchase Price may be paid only by cash,
check, or wire transfer.


 


(b)           Effective Time of Exercise.  Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as
provided in Section 1(a) above. 
At such


 





















 


time, the person
or persons in whose name or names any certificates for Warrant Stock shall be
issuable upon such exercise as provided in Section 1(d) below shall
be deemed to have become the holder or holders of record of the Warrant Stock
represented by such certificates.


 


(c)           Early Termination.  If on any date after the later of (i) the
effectiveness of the Registration Statement (as defined in the Subscription
Agreement), and (ii) the date on which Shareholder Approval (as defined in
the Subscription Agreement) is obtained, the closing price of the Common Stock,
as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the
principal exchange on which the Common Stock is listed, or if not so listed
then in the over-the-counter market as published in The Wall Street Journal,
for 20 consecutive trading days equals at least $1.80 (subject to adjustment in
the event of any subdivision, combination or reclassification affecting the
Common Stock), the Company shall have the right, as its option and upon 30 days
written notice (the “Notice”) to the Registered Holder, to terminate this
Warrant; provided that (i) the Registered Holder shall have the right to
exercise this Warrant at any time prior to such termination pursuant to Section 1(a),
and (ii) the Registration Statement shall be effective at all times during
such 30-day notice period.  Upon
such termination, the Registered Holder shall have no further rights
hereunder.  The Registered Holder shall
have the right to exercise the Warrant until the earlier of (i) the
termination of the 30 day notice period or (ii) the Expiration Date.


 


(d)           Delivery to Holder.  As soon as practicable after the exercise
of this Warrant in whole or in part, and in any event within ten (10) days
thereafter, the Company at its expense will cause to be issued in the name of,
and delivered to, the Registered Holder, or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct:


 


(i)            a
certificate or certificates for the number of shares of Warrant Stock to which
such Registered Holder shall be entitled, and


 


(ii)           in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof
for the number of shares of Warrant Stock equal (without giving effect to any
adjustment therein) to the number of such shares called for on the face of this
Warrant minus the number of such shares purchased by the Registered Holder upon
such exercise as provided in Section 1(a) above.


 


2.       Adjustments.


 


(a)           Stock Splits and Dividends.  If outstanding shares of the Company’s Common
Stock shall be subdivided into a greater number of shares or a dividend in
Common Stock shall be paid in respect of Common Stock, the Purchase Price in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately
reduced.  If outstanding shares of Common
Stock shall be combined into a smaller number of shares, the Purchase Price in
effect immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased.  When any adjustment is required to be made in
the Purchase Price, the number of shares of Warrant Stock purchasable upon the
exercise of this Warrant shall be changed to the number


 


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determined by
dividing (i) an amount equal to the number of shares issuable upon the
exercise of this Warrant immediately prior to such adjustment, multiplied by
the Purchase Price in effect immediately prior to such adjustment, by (ii) the
Purchase Price in effect immediately after such adjustment.


 


(b)           Reclassification, Etc.  In case of any reclassification or change
of the outstanding securities of the Company or of any reorganization of the
Company (or any other corporation the stock or securities of which are at the
time receivable upon the exercise of this Warrant) or any similar corporate
reorganization on or after the date hereof, then and in each such case the holder
of this Warrant, upon the exercise hereof at any time after the consummation of
such reclassification, change, reorganization, merger or conveyance, shall be
entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise hereof prior to such consummation, the stock or
other securities or property to which such holder would have been entitled upon
such consummation if such holder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in Section 2(a);
and in each such case, the terms of this Section 2 shall be applicable to
the shares of stock or other securities properly receivable upon the exercise
of this Warrant after such consummation.


 


(c)           Adjustment Certificate.  When any adjustment is required to be
made in the Warrant Stock or the Purchase Price pursuant to this Section 2,
the Company shall promptly mail to the Registered Holder a certificate setting
forth (i) a brief statement of the facts requiring such adjustment, (ii) the
Purchase Price after such adjustment and (iii) the kind and amount of
stock or other securities or property into which this Warrant shall be
exercisable after such adjustment.


 


3.       Transfers.


 


(a)           Unregistered Security.  Each holder of this Warrant acknowledges that
this Warrant and the Warrant Stock have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), and agrees
not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose
of this Warrant or any Warrant Stock issued upon its exercise in the absence of
(i) an effective registration statement under the Act as to this Warrant
or such Warrant Stock and registration or qualification of this Warrant or such
Warrant Stock under any applicable U.S. federal or state securities law then in
effect or (ii) an opinion of counsel, satisfactory to the Company, that
such registration and qualification are not required.  Each certificate or other instrument for
Warrant Stock issued upon the exercise of this Warrant shall bear a legend
substantially to the foregoing effect.


 


(b)           Transferability.  Subject to the provisions of Section 3(a) hereof
(and any other restrictions conferred
herein) this Warrant and all rights hereunder are transferable, in whole
or in part, upon surrender of the Warrant with a properly executed assignment
(in the form of Exhibit B hereto) at the principal office of the
Company provided, however, that this Warrant may not
be transferred unless the transferee agrees in writing to be bound by the terms
of this Warrant and the terms of the Subscription Agreement.


 


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(c)           Warrant Register.   The Company will maintain a register
containing the names and addresses of the Registered Holders of this
Warrant.  Until any transfer of this
Warrant is made in the warrant register, the Company may treat the Registered
Holder of this Warrant as the absolute owner hereof for all purposes; provided,
however, that if this Warrant is properly assigned in blank, the Company
may (but shall not be required to) treat the bearer hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.  Any Registered Holder may change such
Registered Holder’s address as shown on the warrant register by written notice
to the Company requesting such change.


 


4.       Representations and Warranties of Registered
Holders.  The Registered
Holder represents and warrants to the Company as follows:


 


(a)           This
Warrant and the Warrant Stock issuable upon exercise thereof are being acquired
for its own account, for investment and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the meaning
of the Act.  Upon exercise of this
Warrant, the Registered Holder shall, if so requested by the Company, confirm
in writing, in a form satisfactory to the Company, that the securities issuable
upon exercise of this Warrant are being acquired for investment and not with a
view toward distribution or resale.


 


(b)           The Registered
Holder understand that this Warrant and the Warrant Stock have not been
registered under the Act, and that they must be held by the Registered Holder
indefinitely, and that the Registered Holder must therefore bear the economic
risk of such investment indefinitely, unless a subsequent disposition thereof
is registered under the Act or is exempted from such registrations.


 


(c)           The
Registered Holder has such knowledge and experience in financial and business
matters that is capable of evaluating the merits and risks of the purchase of
this Warrant and the Warrant Stock purchasable pursuant to the terms of this
Warrant and of protecting its interests in connection therewith.


 


(d)           The
Registered Holder is able to bear the economic risk of the purchase of the
Warrant Stock pursuant to the terms of this Warrant.


 


(e)           The
Restated Holder confirms all representations made by it in the Subscription
Agreement.


 


5.       Reservation of Stock.  The Company will at all times reserve and
keep available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.


 


6.       Exchange of Warrants.  Upon the surrender by the Registered Holder
of any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 3
hereof, issue and deliver to or upon the order of such Holder, at the Company’s
expense, a new Warrant or Warrants of like tenor, in the name of such
Registered Holder or as such Registered Holder (upon payment by such Registered


 


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Holder of any applicable transfer taxes) may direct,
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 or Warrants so
surrendered.


 


7.       Replacement of Warrants.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of
an indemnity agreement (with surety if reasonably required) in an amount
reasonably satisfactory to the Company, or (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will issue, in lieu
thereof, a new Warrant of like tenor.


 


8.       Notices.  Any notice required or permitted by this
Warrant shall be in writing and shall be deemed sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed
facsimile, or forty-eight (48) hours after being deposited in the regular mail
as certified or registered mail (airmail if sent internationally) with postage
prepaid, addressed (a) if to the Registered Holder, to the address of the
Registered Holder most recently furnished in writing to the Company and (b) if
to the Company, to the address set forth below or subsequently modified by
written notice to the Registered Holder.


 


9.       No Rights as Stockholder. 
Until the exercise of this Warrant, the Registered Holder of this
Warrant shall not have or exercise any rights by virtue hereof as a stockholder
of the Company.


 


10.     No Fractional Shares.  No fractional shares of Common Stock will be
issued in connection with any exercise hereunder.  In lieu of any fractional shares which would
otherwise be issuable, the Company shall pay cash equal to the product of such
fraction multiplied by the fair market value of one share of Common Stock on
the date of exercise, as determined in good faith by the Company’s Board of
Directors.


 


11.     Amendment or Waiver.  Any term of this Warrant may be amended or
waived only by an instrument in writing signed by the party against which
enforcement of the amendment or waiver is sought.


 


12.     Headings.  The headings in this Warrant are for purposes
of reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.


 


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13.     Governing Law. This Warrant shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.


 


 


	
   

  	
  IVOW,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Michael H.
  Owens, M.D., Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  2101 Faraday Avenue

  
	
   

  	
   

  	
  Carlsbad, CA 92008

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax Number:

  	
  (760) 603-9170

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED

  	
   

  
	
   

  	
   

  
	
  REGISTERED
  HOLDER

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  
										



 


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EXHIBIT A


 


PURCHASE/EXERCISE
FORM


 


	
  To:

  	
  IVOW, Inc

  	
  Dated:

  	
   

  
	
   

  	
  2101 Faraday Avenue

  	
   

  	
   

  
	
   

  	
  Carlsbad, CA 92008

  	
   

  	
   

  



 


1.             Choose
one:


 


o            The
undersigned, pursuant to the provisions set forth in the attached Warrant No.            ,
hereby irrevocably elects to purchase                  
shares of the Common Stock covered by such Warrant and herewith makes payment
of $                ,
representing the full purchase price for such shares at the price per share
provided for in such Warrant.


 


2.             Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name as is specified below:


 


	
   

  
	
  (Name
  and address)

  



 


3.             The
undersigned hereby represents and warrants that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale, in connection with the distribution thereof, and that the
undersigned has no present intention of distributing or reselling such
shares.  The undersigned further
represents and warrants that all representations and warranties of the
undersigned set forth in Section 4 of the attached Warrant are true and
correct as of the date hereof.


 


	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name (print):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title (if
  applic.)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Company (if
  applic.):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


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EXHIBIT B


 


ASSIGNMENT
FORM


 


FOR VALUE RECEIVED,                                        
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant                     
with respect to the number of shares of Common Stock covered thereby set forth
below, to:


 


	
  Name of Assignee

  	
   

  	
  Address/Fax Number

  	
   

  	
  No. of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Witness:

  	
   

  	
   

  
								



 


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