**EXHIBIT 4.8**

 

**NEITHER THIS WARRANT NOR THE SECURITIESUNDERLYING THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGECOMMISSION (“COMMISSION”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, ASAMENDED (“ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THESECURITIES UNDERLYING THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OROTHERWISE DISPOSED OF FOR VALUE WITHOUT REGISTRATION UNDER THE ACT ANDAPPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER HEREOF PROVIDES THE COMPANYWITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED OFFERFOR SALE, SALE OR OTHER DISPOSITION IS EXEMPT FROM SUCH REGISTRATIONREQUIREMENTS.**

 

----

 

**iVOW, INC.**

 

WARRANT TO PURCHASE UNITS

 
| No. IVOWDJ-                         |   |                      |
|-------------------------------------|--------|---------------------------|
| Date of Issuance: February 22, 2006 |   | Number of Units           |
|                                |   | Purchasable Upon Exercise |
|                                |   | of Warrant: 23,200        |

 

IVOW, Inc., a Delaware corporation (the “Company”), hereby certifiesthat Dawson James Securities, Inc., or its registered assigns (the “RegisteredHolder”), is entitled, subject to the terms set forth below, to purchasefrom the Company, at any time after the date hereof and on or before February28, 2011 (subject to Section 1(c) below) (the “Expiration Date”), up to 23,200Units (the “Units”), each Unit consisting of one share of Common Stockof the Company (the ”Common Stock”) and a warrant to purchase one-halfshare of Common Stock in the form attached hereto as Attachment 1 (the “CommonStock Warrant”), at a purchase price of         per Unit (the “Exercise Price”). The Common Stock and the Common Stockunderlying the Common Stock Warrant are sometimes hereinafter referred to asthe “Warrant Shares.”

 

This Warrant is issued in connection with that certain SellingAgreement, dated as of February 14, 2006, by and between the Company and DawsonJames Securities, Inc. (the ”Selling Agreement”).

 

**1.****                                      Exerciseof Warrant.**

 

(a)                                  Allor any part of this Warrant may be exercised by the Holder hereof bysurrendering it, with the form of subscription at the end hereof duly executedby such Holder, to the Company at its principal executive office or at theCompany’s transfer agent accompanied by payment in full of the Exercise Pricepayable in respect of all or

 

----

 

part of this Warrant being exercised. If less than the entire Warrantis exercised, the Company shall, upon such exercise, execute and deliver to theHolder thereof a new Warrant in the same form as this Warrant evidencing theWarrant to the extent not exercised. This Warrant shall be deemed to have beenexercised prior to the close of business on the date this Warrant issurrendered and payment is made in accordance with the foregoing provisions.

 

(b)                                 Formsof Payment Authorized. Payment of the Exercise Price may be made (i) incash, by certified or official bank check, or cash equivalent, (ii) by tenderto the Company of shares of the Company’s stock owned by the Holder having avalue, as determined by the Company’s Board of Directors (but without regard toany restrictions on transferability applicable to such stock by reason offederal or state securities laws or agreements with an underwriter for theCompany), not less than the Exercise Price, or (iii) “cashless exercise” by theassignment to a broker-dealer registered under the Securities Exchange Act of1934, as amended (“Exchange Act”), of the proceeds of a sale of some or all ofthe shares being acquired upon the exercise of this Warrant, provided suchassignment complies with Regulation T as promulgated under the Exchange Act bythe Board of Governors of the Federal Reserve System, (iv) by tender to theCompany of a portion of this Warrant, which portion shall be deemed to have avalue equal to the difference between the exercise price and the fair marketvalue per share of the Common Stock purchasable upon exercise of the portion ofthis Warrant tendered (as determined by reference to the closing transactionprice or in the absence thereof, the closing bid price, on the trading datepreceding the date that such tender is made, or if no trading market exists,then pursuant to section 2(c) below), or (v) by any combination thereof.

 

**2.****                                      FractionalShares.**

 

No fractional securities or scrip representing fractional securitiesshall be issued upon the exercise of this Warrant. With respect to any fractionof a share of Common Stock otherwise issuable upon any such exercise hereof,the Company shall pay to the Holder an amount in cash equal to such fractionmultiplied by the current market value of such fractional securities,determined as follows:

 

(a)                                  Ifthe security is listed on a national securities exchange or admitted tounlisted trading privileges on such exchange, the current market value shall bethe last reported sale price of the security on such exchange on the lastbusiness day prior to the date of exercise of this Warrant, or if no such saleis made on such day, the average closing bid and asked prices for such day onsuch exchange; or

 

(b)                                 Ifthe security is not listed or admitted to unlisted trading privileges, thecurrent value shall be the last reported sale price on the National Associationof Securities Dealers Automated Quotation (“NASDAQ”) National Market System (“NASDAQ/NMS”)or the mean of the last reported bid and asked prices reported by the NASDAQSystem or the NASD OTC Bulletin Board (or, if not so quoted, by the NationalQuotation Bureau, Inc.) on the last business day prior to the date of theexercise of this Warrant; or

 

2

----

 

(c)                                  Ifthe security is not so listed or admitted to unlisted trading privileges andprices are not reported on NASDAQ, or the NASD OTC Bulletin Board (or by theNational Quotation Bureau, Inc.), the current value shall be an amount, notless than the book value, determined in such reasonable manner as may beprescribed by the Board of Directors of the Company.

 

**3.****                                      Exchange,Assignment or Loss of Warrant.**

 

Subject to the transfer limitations contained herein and to compliancewith applicable laws, this Warrant is exchangeable, without expense, at theoption of the Holder, upon presentation and surrender hereof to the Company,for other Warrants of different denominations entitling the Holder thereof topurchase in the aggregate the same number of securities purchasable hereunder. Anyassignment shall be made by surrender of this Warrant to the Company with theForm of Assignment annexed hereto duly executed and funds sufficient to pay anytransfer tax; whereupon the Company shall, without charge, cause to be executedand delivered a new Warrant in the name of the assignee named in suchinstrument of assignment and this Warrant shall promptly be cancelled. ThisWarrant may be divided or combined with other warrants that carry the samerights upon presentation hereof to the Company together with a written noticespecifying the names and denominations in which new Warrants are to be issuedand signed by the Holder hereof. The term “Warrant” as used herein includes anywarrants issued in substitution for or replacement of this Warrant, or intowhich this Warrant may be divided or exchanged. Upon receipt by the Company ofevidence satisfactory to it of the loss, theft, destruction or mutilation ofthis Warrant, and, in the case of loss, theft or destruction, of reasonablysatisfactory indemnification including a surety bond, and upon surrender andcancellation of this Warrant, if mutilated, the Company will cause to beexecuted and delivered a new Warrant of like tenor and date. Although theCompany may require a surety bond or other indemnity in connection with eachnew issuance, any such new Warrant executed and delivered shall constitute anadditional contractual obligation on the part of the Company, whether or notthis Warrant so lost, stolen, destroyed or mutilated shall be at any timeenforceable by anyone.

 

**4.****                                      Rightsof the Holder.**

 

The Holder of this Warrant shall not, by virtue hereof, be entitled toany voting or other rights of a stockholder in the Company, either at law orequity, and the rights of the Holder are limited to those expressed in thisWarrant.

 

**5.****                                      Adjustments.**

 

(a)                                  Thenumber of securities purchasable upon exercise of this Warrant and the exerciseprices therefor shall be subject to adjustment from time to time in the eventthat the Company shall:  (1) pay adividend in, or make a distribution of, shares of Common Stock or othersecurities, (2) subdivide its outstanding shares of Common Stock into a greaternumber of shares, (3) combine its outstanding shares of Common Stock into asmaller number of shares or (4) spin-off a subsidiary by distributing, as adividend or otherwise, shares of the subsidiary to its Common Stockstockholders. In any such

 

3

----

 

case, the total number of securities purchasable upon exercise of thisWarrant immediately prior thereto shall be adjusted so that the Holder shall beentitled to receive, at the same aggregate exercise price, the number of sharesof Common Stock or other securities that the Holder would have owned or wouldhave been entitled to receive immediately following the occurrence of any ofthe events described above had this Warrant been exercised in full immediatelyprior to the occurrence (or applicable record date) of such event. Anadjustment made pursuant to this Section 5(a) shall, in the case of astock dividend or distribution, be made as of the record date and, in the caseof a subdivision or combination, be made as of the effective date thereof. If,as a result of any adjustment pursuant to this Section 5(a), the Holdershall become entitled to receive shares of two or more classes or series of securitiesof the Company, the Board of Directors of the Company shall equitably determinethe allocation of the adjusted exercise price between or among shares of theHolder of such allocation.

 

(b)                                 Inthe event of any reorganization or recapitalization of the Company or in theevent the Company consolidates with or merges into or with another entity ortransfers all or substantially all of its assets to another entity, then and ineach such event, the Holder, on exercise of this Warrant as provided herein, atany time after the consummation of such reorganization, recapitalization,consolidation, merger or transfer, shall be entitled, and the documentsexecuted to effectuate such event shall so provide, to receive the stock orother securities or property to which the Holder would have been entitled uponsuch consummation if the Holder had exercised this Warrant immediately priorthereto. In such case, the terms of this Warrant shall survive the consummationof any such reorganization, recapitalization, consolidation, merger or transferand shall be applicable to the shares of stock or other securities or propertyreceivable on the exercise of this Warrant after such consummation.

 

(c)                                  Whenevera reference is made in this Section 5 to the issue or sale of shares ofCommon Stock the term “Common Stock” shall mean the Common Stock of the Companyof the class authorized as of the date hereof.

 

(d)                                 Wheneverthe number of securities purchasable upon exercise of this Warrant or theexercise prices thereof shall be adjusted as required herein, the Company shallforthwith file such information with its Secretary at its principal office inthe form of a certificate of an authorized officer of the Company, with theprice determined as herein provided and setting forth in detail the factsrequiring such adjustment. Each such officer’s certificate shall be madeavailable at all reasonable times for inspection by the Holder and the Companyshall, forthwith after such adjustment, deliver a copy of such certificate tothe Holder.

 

(e)                                  TheCompany will not, by amendment of its certificate of incorporation or throughany reorganization, recapitalization, transfer of assets, consolidation,merger, dissolution, issuance or sale of securities or any other voluntaryaction, avoid or seek to avoid the performance of any of the terms of thisWarrant, but will at all times in good faith take all necessary action to carryout the intent of all such terms. Without limiting the generality of theforegoing, the Company (1) will not cause the par value of any

 

4

----

 

securities receivable on exercise of this Warrant to be in excess ofthe amount payable therefor on such exercise, (2) will take all action as maybe necessary or appropriate so that the Company may validly and legally issuefully paid and nonassessable shares (or other securities or propertydeliverable hereunder) upon the exercise of this Warrant, and (3) will nottransfer all or substantially all of its assets to any other person (corporateor otherwise), or consolidate with or merge into any other person or permit anysuch person to consolidate with or merge with or into the Company (if theCompany is not the surviving person), unless such other person shall be boundby all the terms of this Warrant. If any event occurs as to which the otherprovisions of this Warrant are not strictly applicable or if strictlyapplicable would not fairly protect the purchase rights of this Warrant inaccordance with the essential intent and principles of such provisions, thenthe Board of Directors shall make an adjustment in the application of suchprovisions, in accordance with such essential intent and principles, in orderto protect such purchase rights. This Warrant shall bind the successors andassigns of the Company.

 

**6.****                                      Noticesof Record Dates, Etc.**

 

(a)                                  Ifthe Company shall fix a record date of the holders of the Common Stock (orother securities at the time deliverable upon exercise of this Warrant) for thepurpose of entitling or enabling them to receive any dividends or otherdistribution, or to receive any right to subscribe for or purchase any sharesof any class of any securities, or to receive any other right contemplated bySection 5 or otherwise; or

 

(b)                                 Inthe event of any reorganization or recapitalization of the Company, anyreclassification of the capital stock of the Company, any consolidation ormerger of the Company with or into another corporation or any transfer of allor substantially all of the assets of the Company to another entity; or

 

(c)                                  Inthe event of the voluntary or involuntary dissolution, liquidation or windingup of the Company;

 

then, in any such event, the Company shall mail or cause to be mailedto the Holder a notice specifying, as the case may be, (1) the date on which arecord is to be taken for the purpose of such dividend, distribution or rightand stating the amount and character of such dividend, distribution or right,or (2) the date on which a record is to be taken for the purpose of voting onor approving such reorganization, recapitalization, reclassification,consolidation, merger, conveyance, dissolution, liquidation or winding up andthe date on which such event is to take place and the time, if any is to befixed, as of which the Holder of record of Units shall be entitled to exchangeits Units for securities or other property deliverable on such reorganization,recapitalization, reclassification, consolidation, merger, conveyance,dissolution, liquidation or winding up. Such notice shall be mailed at the samedate as the Company shall inform its stockholders, but in no event less thanten days preceding such record date.

 

5

----

 

**7.****                                      Reservationof Warrant Shares.**

 

The Company shall at all times reserve, for the purpose of issuance onexercise of this Warrant, such number of Warrant Shares or other securities asshall from time to time be sufficient to comply with this Warrant, and theCompany shall take such corporate action as may in the opinion of its counsel benecessary to increase its authorized and unissued shares of Common Stock orother securities in such number as shall be sufficient for such purpose.

 

**8.****                                      Registration.**

 

(a)                                  Definitions.As used in this Section 8, the following terms shall have the meanings setforth below:

 

(i)                                     Theterms “register,” “registered” and “registration” shall refer to a registrationeffected by preparing and filing a registration statement or similar documentin compliance with the Act, and the declaration or ordering of the effectivenessof such registration statement or document.

 

(ii)                                  Theterm “Registrable Securities” shall mean: (A) the Common Stock issued or issuable upon exercise of this Warrant,and the Common Stock issued or issuable upon exercise of the Common Stock Warrant;and (B) Common Stock or other securities of the Company issued (or issuableupon the conversion or exercise of any warrant, right or other security whichis issued as) as a dividend or other distribution with respect to, in exchangefor or in replacement of such warrant or Common Stock, referenced in (B) or (C)immediately above, excluding in all cases, however, any Registrable Securitiessold to the public pursuant to a registration under the Act or an applicableexemption therefrom.

 

(b)                                 DemandRegistration Rights. If, at any time during the period commencing on theIssue Date and ending five (5) years thereafter, the Company shall receive awritten request (a “Request”), from Holders who in the aggregate own (or uponexercise of all Registrable Securities then outstanding or issuable would own)a majority of the total number of shares of Common Stock then included (orwhich upon such exercise would be included) in the Registrable Securities (the “MajorityHolders”), to register the resale of at least a majority of the RegistrableSecurities then outstanding, the Company shall, as promptly as practicable,prepare and file with the Securities and Exchange Commission (“SEC”) aregistration statement sufficient to permit the public offering and sale of theRegistrable Securities through the facilities of all appropriate securitiesexchanges and the over-the-counter market, and will use its best effortsthrough its officers, directors, auditors, and counsel to cause suchregistration statement to become effective as promptly as practicable; providedthat the Company shall only be obligated to register Registrable Securities ontwo (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Withinfive (5) business days after receiving a Request, the Company shall givewritten notice to all the other Holders, advising each of them that the Companyis proceeding with such registration and offering to include therein all or anyportion of any such other Holder’s Registrable

 

6

----

 

Securities, provided that the Company received a written request to doso from such Holder within thirty (30) days after receipt by him or it of theCompany’s notice. Notwithstanding anything contained in this Section 8(b) tothe contrary:  (i) no person may make aRequest that the Company file, nor shall the Company be obligated to file, aregistration statement on any date that is within ninety (90) days of theeffective date of any registration statement filed by the Company and pursuantto which such person was given full “piggyback” registration rights inaccordance with Section 8(c) hereof including without limitation the ability toinclude all Registrable Securities requested to be included therein; and (ii)the Company may delay the registration of the securities to which a Requestrelates if upon receipt of such Request (A) the Company notifies the personmaking the Request that it is contemplating filing a Registration Statementwithin ninety (90) days of such request, or (B) the Company notifies the personmaking the request that the Board of Directors of the Company has determinedthat a material event has occurred that has not been publicly disclosed andwhich if disclosed would have a material adverse effect on the Company;provided that (x) in the case of clause (ii)(A) of this paragraph, the Companyshall, as soon as practical, upon the first to occur of the abandonment of suchcontemplated registration statement or the expiration of such ninety (90) dayperiod, register the securities to which the Request relates unless suchRequest is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph,the Company may not delay the filing of the registration statement for morethan thirty (30) days from the date of the Request unless such Request iswithdrawn.

 

(c)                                  Piggy-backRegistration Rights. If (but without any obligation to do so) at any timeduring the five (5) year period commencing on the Issue Date, the Companyproposes to register (including for this purpose a registration effected by theCompany for securityholders other than the Holder) any of its securities underthe Act in connection with the public offering of such securities solely forcash (other than a registration on Form S-4, Form S-8 or any form which doesnot include substantially the same information as would be required to beincluded in a registration statement covering the sale of the RegistrableSecurities), the Company shall, each such time, promptly give the Holderwritten notice of such registration. Upon the written request of the Holdergiven within twenty (20) days after receipt of such written notice from theCompany, the Company shall, subject to the provisions of this Section 8,cause to be registered under the Act all of the Registrable Securities that theHolder has requested to be registered; and provided further, however, that theRegistrable Securities shall be subject to restrictions on transfer forforty-five (45) days after the effective date of the subject registrationstatement. The inclusion of any of the Holder’s Registrable Securities in aregistration statement filed by the Company and declared effective by theSecurities and Exchange Commission (“SEC”) shall be deemed to be the exerciseby such Holder of the piggy-back registration rights granted herein to suchHolder.

 

(d)                                 Obligationsof the Company. Whenever required hereunder to effect the registration ofany Registrable Securities, the Company shall, as expeditiously as reasonablypossible:

 

7

----

 

(i)                                     Prepareand file with the SEC a registration statement with respect to such RegistrableSecurities and use its best efforts to cause such registration statement tobecome effective, and, upon the request of the Holders of a majority of theRegistrable Securities registered thereunder, keep such registration statementeffective for at least twelve (12) months.

 

(ii)                                  Prepareand file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection with such registrationstatement as may be necessary to comply with the provisions of the Act withrespect to the disposition of all securities covered by such registrationstatement.

 

(iii)                               Furnishto the Holders such numbers of copies of a prospectus, including a preliminaryprospectus, in conformity with the requirements of the Act, and such otherdocuments as they may reasonably request in order to facilitate the dispositionof Registrable Securities owned by them.

 

(iv)                              Useits best efforts to register and qualify the securities covered by suchregistration statement under the securities laws of such jurisdictions as shallbe reasonably requested by the Holders for the distribution of the securitiescovered by the registration statement, provided that the Company shall not berequired in connection therewith or as a condition thereto to qualify to dobusiness or to file a general consent to service of process in any suchjurisdiction.

 

(v)                                 Inthe event of any underwritten public offering, enter into and perform itsobligations under an underwriting agreement with terms generally satisfactoryto the managing underwriter of such offering.

 

(vi)                              Notifythe Holders, promptly after the Company shall have received notice thereof, ofthe time when the registration statement becomes effective or any supplement toany prospectus forming a part of the registration statement has been filed.

 

(vii)                           Notifythe Holders of any stop order suspending the effectiveness of the registrationstatement and use its reasonable best efforts to remove such stop order.

 

(e)                                  FurnishInformation. It shall be a condition precedent to the obligations of theCompany to take any action pursuant hereto that the Holder, having chosen tohave its Registrable Securities included for registration, shall furnish to theCompany such information regarding the Holder, its Registrable Securities andthe intended method of disposition of such securities as shall be required toeffect the registration thereof. The Holder shall be required to represent tothe Company that all such information which is given is complete and accuratein all material respects. The Holder shall deliver to the Company a statementin writing from the beneficial owners of such securities that such beneficialowners bona fide intend to sell, transfer or otherwise dispose of suchsecurities.

 

8

----

 

(f)                                    Expenses.

 

(i)                                     RegistrationExpenses. All expenses incurred by the Company in complying withSubsections 8(b), 8(c) and 8(d) hereof, including without limitation, allregistration and filing fees, printing expenses, fees and disbursements ofcounsel for the Company, “Blue Sky” fees and expenses, and the expense of anyspecial audits incident to or required by any such registration (but excludingthe compensation of regular employees of the Company which shall be paid in anyevent by the Company) shall be borne by the Company.

 

(ii)                                  SellingExpenses. All underwriting discounts, underwriters’ expense allowance, andselling commissions applicable to the sale of Registrable Securities by theHolders and all fees and disbursements of any special counsel (other than theCompany’s regular counsel) shall be borne by the Holders of the RegistrableSecurities so registered pro rata on the basis of the number of RegistrableSecurities so registered.

 

(g)                                 UnderwritingRequirements. All Holders proposing to distribute their RegistrableSecurities through an underwriting in which the Company has proposed or isproposing to participate, shall (together with the Company and any otherHolders distributing their securities through such underwriting) enter into anunderwriting agreement in customary form with the underwriter or underwritersselected for underwriting by the Company and perform their obligationsthereunder. Notwithstanding any other subsection of this Section 8, at therequest of the managing underwriter, the Holder shall delay the sale ofRegistrable Securities which such Holder has requested be registered hereunderfor up to 90 days following the effective date of the registration statement. Ifany Holder disapproves of the terms of any such underwriting, such Holder mayelect to withdraw therefrom by written notice to the Company and the managingunderwriter. Any Registrable Securities excluded or withdrawn from suchunderwriting shall not be withdrawn from such registration except at theelection of the Holder.

 

(h)                                 Delayof Registration. No Holder shall have any right to obtain or seek aninjunction restraining or otherwise delaying any such registration as theresult of any controversy that might arise with respect to the interpretationor implementation of this section.

 

(i)                                     Indemnification.In the event that any Registrable Securities are included in a registrationstatement pursuant hereto:

 

(i)                                     Tothe extent permitted by law, the Company will indemnify and hold harmless eachHolder, the officers, directors, partners and legal counsel of each Holder, anyunderwriter (as defined in the Act) for such Holder and each person, if any, whocontrols such Holder or underwriter within the meaning of the Act or theExchange Act, against any losses, claims, damages or liabilities (joint orseveral) to which they may become subject under the Act, the Exchange Act or

 

9

----

 

other federal or state law, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon anyof the following statements, omissions or violations (collectively, a “Violation”):  (A) any untrue statement or alleged untruestatement of a material fact contained in such registration statement,including any preliminary prospectus or final prospectus contained therein orany amendments or supplements thereto; (B) the omission or alleged omission tostate therein a material fact required to be stated therein, or necessary tomake the statements therein not misleading; or (C) any violation or allegedviolation by the Company of the Act, the Exchange Act, any applicable statesecurities law or any rule or regulation promulgated under the Act, theExchange Act or any applicable state securities law; and the Company willreimburse the Holder for any legal or other expenses reasonably incurred bythem in connection with investigating or defending any such loss, claim,damage, liability or action; provided, however, that the indemnity agreementcontained in this Subsection 8(i)(i) shall not apply to amounts paid insettlement of any such loss, claim, damage, liability or action if such settlementis effected without the consent of the Company (which consent shall not beunreasonably withheld), nor shall the Company be liable in any such case forany such loss, claim, damage, liability or action to the extent that it arisesout of or is based upon a Violation which occurs in reliance upon and inconformity with information furnished expressly for use in connection with suchregistration by any such Holder, underwriter or controlling person; provided,however, that the Company will not be liable in any such case to the extentthat any such loss, claim, damage or liability arises out of or is based uponan untrue statement or alleged untrue statement or omission or alleged omissionmade in said registration statement, said preliminary prospectus, said finalprospectus or said amendment or supplement in reliance upon and in conformitywith information furnished by such Holder or any other Holder, for use in thepreparation thereof; and further provided, however, that the foregoingindemnity agreement is subject to the condition that, insofar as it relates toany untrue statement, alleged untrue statement, omission or alleged omissionmade in any preliminary prospectus but eliminated or remedied in a subsequentor final prospectus, such indemnity agreement shall not inure to the benefit ofany underwriter or broker, if a copy of such a subsequent or final prospectuswas not sent or given to such person with or prior to the confirmation of thesale of such securities to such person.

 

(ii)                                  Tothe extent permitted by law, each selling Holder will indemnify and holdharmless the Company, its directors, its officers, its employees, any personwho controls the Company within the meaning of the Act or the Exchange Act, anyunderwriter (within the meaning of the Act) for the Company and any person whocontrols such underwriter against any losses, claims, damages or liabilities(joint or several) to which the Company or any such director, officer,employee, controlling person, or underwriter or controlling person may becomesubject, under the Act, the Exchange Act or other federal or state law, insofaras such losses, claims, damages or liabilities (or actions in respect thereto)arise out of or are based upon any Violation, in each case to the extent (andonly to the

 

10

----

 

extent) that such Violation occurs in reliance upon and in conformitywith information furnished by the Holder expressly for use in connection withsuch registration; and the Holder will reimburse any legal or other expensesreasonably incurred by the Company or any such director, officer, employeecontrolling person, underwriter or controlling person thereof, in connectionwith investigating or defending any such loss, claim, damage, liability or action;provided, however, that the indemnity agreement contained in thisSubsection 8(i)(ii) shall not apply to amounts paid in settlement of anysuch loss, claim, damage, liability or action if such settlement is effectedwithout the consent of the Holder, which consent shall not be unreasonablywithheld.

 

(iii)                               Promptlyafter receipt by an indemnified party under this Subsection 8(i) of noticeof the commencement of any action (including any governmental action), suchindemnified party will, if a claim in respect thereof is to be made against anyindemnifying party under this Subsection 8(i), notify the indemnifyingparty in writing of the commencement thereof and the indemnifying party shallhave the right to participate in, and, to the extent the indemnifying party sodesires, jointly with any other indemnifying party similarly notified, toassume the defense thereof with counsel mutually satisfactory to the parties;provided, however, that an indemnified party shall have the right to retain itsown counsel, with the fees and expenses to be paid by the indemnifying party,if representation of such indemnified party by the counsel retained by theindemnifying party would be inappropriate due to actual or potential differinginterests between such indemnified party and any other party represented bysuch counsel in such proceeding. The failure to notify an indemnifying partywithin a reasonable time of the commencement of any such action, to the extentprejudicial to its ability to defend such action, shall relieve suchindemnifying party of any liability to the indemnified party under thisSubsection 8(i), but the omission so to notify the indemnifying party willnot relieve it of any liability that it may have to any indemnified partyotherwise than under this Subsection 8(i).

 

(j)                                     ReportsUnder Exchange Act. Following registration of the Company’s securitiesunder the Exchange Act and with a view of making available to the Holders thebenefits of Rule 144 promulgated under the Act and any other rule or regulationof the SEC that may at any time permit a Holder to sell securities of theCompany to the public without registration, the Company agrees to:

 

(i)                                     useits best efforts to make and keep public information available, as those termsare understood and defined in Rule 144, at all times; and

 

(ii)                                  useits best efforts to file with the SEC in a timely manner all reports and otherdocuments required of the Company under the Act and the Exchange Act.

 

11

----

 

(k)                                  Terminationof the Company’s Obligations.

 

(i)                                     TheCompany shall have no obligations pursuant to Subsections 8(b) or 8(c) withrespect to any request made by the Holder after May 3, 2008.

 

(ii)                                  Notwithstandingany provision hereof to the contrary, the Company shall not be required toeffect any registration under the Act or under any state securities laws onbehalf of any Holder or Holders if, in the opinion of counsel for the Company,the offering or transfer by such Holder or Holders in the manner proposed (includingwithout limitation, the number of shares proposed to be offered or transferredand the method of offering or transfer) is exempt from the registrationrequirements of the Act and the securities or “Blue Sky” laws of applicablestates.

 

(iii)                               TheCompany’s obligations under Sections 8(b) and 8(c) shall terminate with respectto a particular Holder at such time as Rule 144, or another similar exemption,is available for the sale, without registration, of all of such Holder’sRegistrable Securities in any three (3) month period; provided, however, andsubject to compliance with the requirements of Rule 144, that the Company shallconsent to such Rule 144 sale and provide the appropriate legal opinion to thetransfer agent of the Company so as allow the Rule 144 transfer or legendremoval to occur as may be appropriate.

 

(l)                                     Holder’sAcceptance of Obligations. Acceptance of this Warrant by its Holder(s)shall be deemed to constitute the unqualified acceptance by the Holder of allof the terms and conditions set forth herein.

 

**9.****                                      Approvals.**

 

The Company shall from time to time use its best efforts to obtain andcontinue in effect any and all permits, consents, registrations, qualificationsand approvals of governmental agencies and authorities and to make all filingsunder applicable securities laws that may be or become necessary in connectionwith the issuance, sale, transfer and delivery of this Warrant, the issuance ofsecurities on any exercise hereof, and if any such permits, consents,qualifications, registrations, approvals or filings are not obtained orcontinued in effect as required, the Company shall immediately notify theHolder hereof.

 

**10.****                               Survival.**

 

All agreements, covenants, representations and warranties herein shallsurvive the execution and delivery of this Warrant and any investigation at anytime made by or on behalf of any parties hereto and the exercise, sale andpurchase of this Warrant for three years.

 

12

----

 

**11.****                               Remedies.**

 

The Company agrees that the remedies at law of the Holder, in the eventof any default or threatened default by the Company in the performance orcompliance with any of the terms of this Warrant, may not be adequate and suchterms may, in addition to and not in lieu of any other remedy, be specificallyenforced by a decree of specific performance of any agreement contained hereinor by an injunction against a violation of any of the terms hereof orotherwise.

 

**12.****                               Notices.**

 

All demands, notices, consents and other communications to be givenhereunder shall be in writing and shall be deemed duly given when deliveredpersonally or five days after being mailed by first class mail, postageprepaid, properly addressed, as follows:

 

If to the Company, to:

iVOW, Inc.

2101FaradayAvenueCarlsbad, CA 92008

Attention:  Chief FinancialOfficer

 

With a copy by

contemporaneous like means, to:                                                                  HellerEhrman LLP

4350 La Jolla Village Dr., 7th Floor

San Diego, CA 92122

Attention:  Jeffrey Thacker, Esq.

 

If to the Holder, to:                                                                                                                                           DawsonJames Securities, Inc.

925 S. Federal Highway

6th Floor

Boca Raton, FL 33432

Attention:  Robert Keyser

 

With a copy by

 

contemporaneous like means, to:

Blank Rome LLP

1200 North Federal Highway, suite 417

Boca Raton, FL 33432

Attention: Bruce C. Rosetto, Esq.

 

The Company and each Holder may change such address at any time ortimes by notice hereunder to the other.

 

13

----

 

**13.****                               Amendments;Waivers; Terminations; Governing Law; Headings.**

 

This Warrant and any term hereof may be changed, waived, discharged orterminated only by an instrument in writing signed by the party against whichenforcement of such change, waiver, discharge or termination is sought. ThisWarrant shall be governed by and construed and interpreted in accordance withthe laws of the State of Florida. The headings in this Warrant are forconvenience of reference only and are not part of this Warrant.

 

DATED:  February 22, 2006

 
|   | iVOW, Inc. |
|--------|------------|
|   |       |
|   |       |
|   | By:        |   |   |

 

14

----

 

FORM OF ASSIGNMENT

 

(To be executed upon transfer of Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfersto                                                  the right represented by the within Warrant, No.IVOWDJ-     , as such right may apply to               Units which are the subject of the within Warrant, together with all rights,title and interest therein, and does hereby irrevocably constitute and appoint                                      attorney to transfer such Warrant on the warrant register of the within namedCompany, with full power of substitution.

 

DATED:                           ,200  

 
|   | Signature:                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------|
|   |                                                                                                  |
|   |                                                                                                  |
|   |                                                                                                  |
|   | (Signature must conform in  all respects to name of  Holder as specified on the  face of the Warrant) |
|   |                                                                                                  |
|   |                                                                                                  |
|   | Signature Guaranteed:                                                                                 |
|   |                                                                                                  |
|   |                                                                                                  |
|   |                                                                                                  |

 

----

 

**SUBSCRIPTION**

 

(To be completed and signed only upon an exercise of the Warrant inwhole or in part)

 

TO:                            ___________ 

 

The undersigned, the Holder of the attached Warrant (“Warrant”), herebyirrevocably elects to exercise the purchase right represented by the Warrantfor, and to purchase thereunder, ________ Units (as such term is defined in theWarrant dated February 22, 2006), and herewith makes payment of $ __________therefor in cash, by certified or official bank check or such other form ofpayment as may be permitted under the Warrant. The undersigned hereby requeststhat the Certificate(s) for such securities be issued in the name(s) anddelivered to the address(es) as follows:

 
| Name:                    |   |   |
|--------------------------|--------|--------|
| Address:                 |   |   |
| Social  Security Number: |   |   |
| Deliver to:              |   |   |
| Address:                 |   |   |
|                          |        |        |  |  |  |

 

If the foregoing Subscription evidences an exercise of the Warrant topurchase fewer than all of the Units (or other securities or property) to whichthe undersigned is entitled under such Warrant, please issue a new Warrant, oflike date and tenor, for the remaining portion of the Warrant (or othersecurities or property) in the name(s), and deliver the same to theaddress(es), as follows:

 
| Name:    |                  |   |
|----------|-----------------------|--------|
| Address: |                  |   |
|     |                  |
|     |                  |
| DATED:   | ______________,  200_ |
|          |                       |        |  |  |

 
|                                                         |
|--------------------------------------------------------------|
| (Social Security or Taxpayer Identification (Name of Holder) |

(Number of Holder)

 

 
|   |                                           |
|--------|------------------------------------------------|
|   | (Signature of Holder or Authorized  Signatory) |
|   |                                           |
|   | Signature Guaranteed:                          |
|   |                                           |
|   |                                           |

 

----

 

**ATTACHMENT 1**

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOTWITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NOSUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATIONSTATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TOTHE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF1933.

 
| Warrant No. IVOWDJ- ____         |   | Number of Shares: _______  |
|----------------------------------|--------|---------------------------------|
| Date of Issuance: ________, 2006 |   | (subject to adjustment)         |

 

**IVOW, INC.**

 

**Common Stock Purchase Warrant**

 

IVOW, Inc. (the “Company”), for value received, hereby certifiesthat ___________ or its registered assigns (the “Registered Holder”), isentitled, subject to the terms set forth below, to purchase from the Company, atany time after the date hereof and on or before __________, 2011 (subject toSection 1(c) below) (the “Expiration Date”), up to __________ shares (asadjusted from time to time pursuant to the provisions of this Warrant) ofCommon Stock of the Company, at a purchase price of $________ per share. Theshares purchasable upon exercise of this Warrant and the purchase price pershare, as adjusted from time to time pursuant to the provisions of thisWarrant, are sometimes hereinafter referred to as the “Warrant Stock”and the “Purchase Price,” respectively.

 

This Warrant is issued in connection with that certain SubscriptionAgreement, dated as of _________, 2006, by and between the Company and theRegistered Holder (the “Subscription Agreement”) and is subject to theterms and conditions of the Subscription Agreement. The Warrant Stockpossesses certain registration rights pursuant to the Subscription Agreement. Capitalizedterms used but not defined herein shall have the meanings as defined in theSubscription Agreement.

 

1.                                       **Exercise**.

 

(a)                                  **Manner of Exercise**. This Warrant may beexercised by the Registered Holder, in whole or in part, by surrendering thisWarrant, with the purchase/exercise form appended hereto as Exhibit A (“ExerciseForm”) duly executed by such Registered Holder or by such Registered Holder’sduly authorized attorney, at the principal office of the Company, or at suchother office or agency as the Company may designate, accompanied by payment infull of the Purchase Price payable in respect of the number of shares ofWarrant Stock purchased upon such exercise. The Purchase Price may be paid onlyby cash, check or wire transfer.

 

----

 

(b)                                 **Effective Time of Exercise.**Each exerciseof this Warrant shall be deemed to have been effected immediately prior to theclose of business on the day on which this Warrant shall have been surrenderedto the Company as provided in Section 1(a) above. At such time, the person orpersons in whose name or names any certificates for Warrant Stock shall beissuable upon such exercise as provided in Section 1(d) below shall be deemedto have become the holder or holders of record of the Warrant Stock representedby such certificates.

 

(c)                                  **Early Termination**. If on any date after theeffectiveness of the Registration Statement (as defined in the SubscriptionAgreement), the closing price of the Common Stock, as quoted on the NasdaqNational Market, the Nasdaq SmallCap Market or the principal exchange on whichthe Common Stock is listed, or if not so listed then in the over-the-countermarket as published in The Wall Street Journal, for 20 consecutive trading daysequals at least $__________ (subject to adjustment in the event of anysubdivision, combination or reclassification affecting the Common Stock), theCompany shall have the right, as its option and upon 30 days written notice(the “Notice”) to the Registered Holder, to terminate this Warrant; providedthat (i) the Registered Holder shall have the right to exercise this Warrant atany time prior to such termination pursuant to Section 1(a), and (ii) theRegistration Statement shall be effective at all times during such 30-daynotice period. Upon such termination, the Registered Holder shall have nofurther rights hereunder. The Registered Holder shall have the right to exercisethe Warrant until the earlier of (i) the termination of the 30 day noticeperiod or (ii) the Expiration Date.

 

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

 

(i)                                     acertificate or certificates for the number of shares of Warrant Stock to whichsuch Registered Holder shall be entitled, and

 

(ii)                                  incase such exercise is in part only, a new warrant or warrants (dated the datehereof) of like tenor, calling in the aggregate on the face or faces thereoffor the number of shares of Warrant Stock equal (without giving effect to anyadjustment therein) to the number of such shares called for on the face of thisWarrant minus the number of such shares purchased by the Registered Holder uponsuch exercise as provided in Section 1(a) above.

 

2.                                       **Adjustments**.

 

(b)                                 **Stock Splits and Dividends.**If outstandingshares of the Company’s Common Stock shall be subdivided into a greater numberof shares or a dividend in Common Stock shall be paid in respect of CommonStock, the Purchase Price in effect immediately prior to such subdivision or atthe record date of such dividend shall simultaneously with the effectiveness ofsuch subdivision or immediately after the record date of such dividend beproportionately reduced. If outstanding shares of Common Stock shall becombined into a smaller number of shares, the Purchase Price in effectimmediately prior to such combination shall, simultaneously with theeffectiveness of such combination, be proportionately increased. When anyadjustment is required to be made in the Purchase Price, the number of sharesof

 

2

----

 

Warrant Stock purchasable upon the exercise of this Warrant shall bechanged to the number determined by dividing (i) an amount equal to thenumber of shares issuable upon the exercise of this Warrant immediately priorto such adjustment, multiplied by the Purchase Price in effect immediatelyprior to such adjustment, by (ii) the Purchase Price in effect immediatelyafter such adjustment.

 

(c)                                  **Reclassification, Etc.**In case of anyreclassification or change of the outstanding securities of the Company or ofany reorganization of the Company (or any other corporation the stock orsecurities of which are at the time receivable upon the exercise of thisWarrant) 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 hereofat any time after the consummation of such reclassification, change,reorganization, merger or conveyance, shall be entitled to receive, in lieu ofthe stock or other securities and property receivable upon the exercise hereofprior to such consummation, the stock or other securities or property to whichsuch holder would have been entitled upon such consummation if such holder hadexercised this Warrant immediately prior thereto, all subject to furtheradjustment as provided in Section 2(a); and in each such case, the terms ofthis Section 2 shall be applicable to the shares of stock or othersecurities properly receivable upon the exercise of this Warrant after suchconsummation.

 

(d)                                 **Price-Based Exercise Price Adjustment**. Ifat any time within twelve (12) months following the date of the issuance ofthis Warrant, (i) the Company completes a Qualified Financing and (ii) theEffective Purchase Price Per Share of Common Stock issued or issuable to theparticipants in such Qualified Financing is less than the Purchase Price, thePurchase Price shall be automatically reduced to the Effective Purchase PricePer Share of Common Stock in such Qualified Financing. For purposes of clarity,the Purchase Price adjustment provided for in this Section 2(c) shall onlyapply to the first Qualified Financing the Company completes after the date ofthis Warrant. Notwithstanding anything to the contrary in this Warrant, (i) thenumber of shares of Warrant Stock purchasable upon the exercise of this Warrantshall remain unchanged despite any change to the Purchase Price provided forunder this Section 2(c) and (ii) in no event, shall the Purchase Price bereduced below $0.001 per share based on the adjustment provided for under thisSection 2(c). The term “Qualified Financing” shall mean any equity and/or debtfinancing by the Company in which the Company receives gross proceeds of atleast $1,000,000 from investors and the security issued in such financing isconvertible and/or exercisable for shares of the Company’s Common Stock. Theterm “Effective Purchase Price Per Share of Common Stock” shall mean the (i)the aggregate maximum number of shares of Common Stock issued or issuable insuch Qualified Financing (assuming the conversion and exercise of allconvertible and/or exercisable securities issued in such Qualified Financingand the satisfaction of any conditions to convertibility or exchangeability,including without limitation the passage of time, but without taking intoaccount potential antidilution adjustments) divided by (ii) the aggregate grossproceeds received by the Company in such Qualified Financing plus anyadditional gross proceeds (without taking into account potential antidilutionadjustments) to be received by the Company upon the conversion and/or exerciseof such securities or the exercise of any related options or rights. ThisSection 2(c) shall terminate upon a Change of Control of the Company, where theterm “Change of Control” shall include: (i) any bona fide sale, conveyance or disposition of all orsubstantially all of the Company’s assets (including, without limitation, agrant of an exclusive license or exclusive licenses to all or substantially allof the corporation’s intellectual property) or (ii) the acquisition of theCompany

 

3

----

 

by means of consolidation, merger or other form of corporatereorganization by a single or related series of transactions in which theoutstanding shares of the Company are converted or exchanged for securities orother consideration issued, or caused to be issued, by the acquiring corporationor its subsidiary, unless the Company’s stockholders of record as constitutedimmediately prior to such sale, conveyance, disposition or acquisition willhold more than a majority of the voting power of the surviving entityimmediately following such sale, conveyance, disposition or acquisition.

 

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

 

3.                                       **Transfers**.

 

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

 

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

 

(c)                                  **Warrant Register.**The Company willmaintain a register containing the names and addresses of the RegisteredHolders of this Warrant. Until any transfer of this Warrant is made in thewarrant register, the Company may treat the Registered Holder of this Warrantas the absolute owner hereof for all purposes; provided, however, that if thisWarrant is properly assigned in blank, the Company may (but shall not berequired to) treat the bearer hereof as the absolute owner hereof for allpurposes, notwithstanding any notice to the contrary. Any Registered Holder maychange such Registered Holder’s address as shown on the warrant register bywritten notice to the Company requesting such change.

 

4

----

 

**4.****                                      Representationsand Warranties of Registered Holders**. The Registered Holder representsand warrants to the Company as follows:

 

(a)                                  ThisWarrant and the Warrant Stock issuable upon exercise thereof are being acquiredfor its own account, for investment and not with a view to, or for resale inconnection with, any distribution or public offering thereof within the meaningof the Act. Upon exercise of this Warrant, the Registered Holder shall, ifso requested by the Company, confirm in writing, in a form satisfactory to theCompany, that the securities issuable upon exercise of this Warrant are beingacquired for investment and not with a view toward distribution or resale.

 

(b)                                 TheRegistered Holder understand that this Warrant and the Warrant Stock have notbeen registered under the Act, and that they must be held by the RegisteredHolder indefinitely, and that the Registered Holder must therefore bear theeconomic risk of such investment indefinitely, unless a subsequent dispositionthereof is registered under the Act or is exempted from such registrations.

 

(c)                                  TheRegistered Holder has such knowledge and experience in financial and businessmatters that is capable of evaluating the merits and risks of the purchase ofthis Warrant and the Warrant Stock purchasable pursuant to the terms of thisWarrant and of protecting its interests in connection therewith.

 

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

 

(e)                                  TheRegistered Holder confirms all representations made by it in the SubscriptionAgreement.

 

5.                                       **Reservation of Stock**. The Company willat all times reserve and keep available, solely for the issuance and deliveryupon the exercise of this Warrant, such shares of Warrant Stock and otherstock, securities and property, as from time to time shall be issuable upon theexercise of this Warrant.

 

6.                                       **Exchange of Warrants.**Upon thesurrender by the Registered Holder of any Warrant or Warrants, properlyendorsed, to the Company at the principal office of the Company, the Companywill, subject to the provisions of Section 3 hereof, issue and deliver to orupon the order of such Holder, at the Company’s expense, a new Warrant orWarrants of like tenor, in the name of such Registered Holder or as suchRegistered Holder (upon payment by such Registered Holder of any applicabletransfer taxes) may direct, calling in the aggregate on the face or facesthereof for the number of shares of Common Stock called for on the face orfaces of the Warrant or Warrants so surrendered.

 

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

 

8.                                       **Notices.**Any notice required or permittedby this Warrant shall be in writing and shall be deemed sufficient uponreceipt, when delivered personally or by courier, overnight

 

5

----

 

delivery service or confirmedfacsimile, or forty-eight (48) hours after being deposited in the regular mailas certified or registered mail (airmail if sent internationally) with postageprepaid, addressed (a) if to the Registered Holder, to the address of theRegistered Holder most recently furnished in writing to the Company and (b) ifto the Company, to the address set forth below or subsequently modified bywritten notice to the Registered Holder.

 

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

 

10.                                 **No Fractional Shares.**No fractional sharesof Common Stock will be issued in connection with any exercise hereunder. Inlieu of any fractional shares which would otherwise be issuable, the Companyshall pay cash equal to the product of such fraction multiplied by the fairmarket value of one share of Common Stock on the date of exercise, asdetermined in good faith by the Company’s Board of Directors.

 

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

 

12.                                 **Headings.**The headings in this Warrant arefor purposes of reference only and shall not limit or otherwise affect themeaning of any provision of this Warrant.

 

6

----

 

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

 
|                        |     | **IVOW, INC.**                                  |
|-----------------------------|----------|-------------------------------------------------|
|                        |     | ** **                                      |
|                        |     |                                            |
|                        |     | By                                              |   |
|                        |     | Michael H. Owens, M.D., Chief Executive Officer |
|                        |     |                                            |
|                        | Address: | 11455 El Camino Real                            |
|                        |     | Suite 140                                       |
|                        |     | San Diego, CA 92130-2098                        |
|                        |     |                                            |
|                        |     | Fax Number:(858) 847-4811                       |
|                        |     |                                            |
| **ACKNOWLEDGED AND AGREED** |
|                        |
| **REGISTERED HOLDER**       |
|                        |
| By:                         |     |                                            |
|                        |
| Name:                       |     |                                            |
|                        |
| Title:                      |     |                                            |
|                             |          |                                                 |  |  |  |  |

 

 

7

----

 

**EXHIBIT A**

 

**PURCHASE/EXERCISE FORM**

 
| To:    | IVOW, Inc                | Dated: |
|--------|--------------------------|--------|
|   | 11455 El Camino Real     |   |
|   | Suite 140                |   |
|   |                     |   |
|   | San Diego, CA 92130-2098 |   |

 

1.                                       Chooseone:

 

o                                    Theundersigned, pursuant to the provisions set forth in the attached Warrant No. _____,hereby irrevocably elects to purchase __________ shares of the Common Stockcovered by such Warrant and herewith makes payment of $ ________, representingthe full purchase price for such shares at the price per share provided for insuch Warrant.

 

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

 
|   |               |   |
|--------|--------------------|--------|
|   | (Name and address) |   |

 

3.                                                                                       Theundersigned hereby represents and warrants that the aforesaid shares are beingacquired for the account of the undersigned for investment and not with a viewto, or for resale, in connection with the distribution thereof, and that theundersigned has no present intention of distributing or reselling such shares. Theundersigned further represents and warrants that all representations andwarranties of the undersigned set forth in Section 4 of the attached Warrantare true and correct as of the date hereof.

 
|   | Signature:            |   |   |
|--------|-----------------------|--------|--------|
|   |                  |
|   | Name (print):         |   |   |
|   |                  |   |
|   | Title (if applic.)    |   |   |
|   |                  |   |
|   | Company (if applic.): |   |   |
|   |                  |   |
|   | Address:              |   |   |
|   |                  |   |   |
|   |                  |   |   |
|        |                       |        |        |  |  |  |

 

Exhibit A-1

----

 

**EXHIBIT B**

 

**ASSIGNMENT FORM**

 

FOR VALUE RECEIVED, ___________________________ hereby sells, assignsand 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 forthbelow, to:

 
| **Name of Assignee** |   | **Address/Fax Number** |   | **No. of Shares** |
|----------------------|--------|------------------------|--------|-------------------|
|                 |   |                   |   |              |
|                 |   |                   |   |              |
|                 |   |                   |   |              |
|                 |   |                   |   |              |
|                 |   |                   |   |              |

 
| Dated: |   |   | Signature: |   |   |
|--------|--------|--------|------------|--------|--------|
|   |   |   |       |
|   |   |   | Name:      |   |   |
|   |   |   |       |
| Dated: |   |   | Witness:   |   |   |
|        |        |        |            |        |        |  |

 

Exhibit B-1

----