Exhibit 10.20


 


THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Right to Purchase 200,000 shares of Common Stock of WOWIO,
Inc. (subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	No.	Issue Date: April 17, 2012




 


WOWIO, Inc. a corporation
organized under the laws of the State of Texas hereby certifies that, for value received, the undersigned investor, or its assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined
herein) at any time after the Issue Date of this Warrant until Seven (7) years after the Issue Date, up to Two Hundred Thousand
(200,000) fully paid and non-assessable shares of Common Stock (as hereinafter defined), $0.0001 par value per share, at the applicable
Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise
Price per share are subject to adjustment as provided herein.


 


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


 


(a) The
term “Common Stock” includes (i) the Company’s common stock, par value $0.0001 per share; and (ii) any other
securities into which or for which any of the securities described in the preceding clause (i) may be converted or exchanged pursuant
to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(b) The
term “Company” shall include WOWIO, Inc., a Texas corporation, and any person or entity which shall succeed, or assume
the obligations of, WOWIO, Inc., hereunder.


 


(c) The
“Exercise Price” applicable under this Warrant shall be Five Cents ($0.05) per share.


 


(d) The
term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other
person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received,
on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


 


1. Exercise
of Warrant.


 


1.1. Number of Shares
Issuable upon Exercise. From and after the date hereof, the Holder shall be entitled to receive, upon exercise of this Warrant
in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the
“Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.


 



    	 



    	 



    


 


1.2. Company Acknowledgment.
The Company will, at the time of the exercise of this Warrant, upon the request of the holder hereof acknowledge in writing its
continuing obligation to afford to such holder any rights to which such holder shall continue to be entitled after such exercise
in accordance with the provisions of this Warrant. If the holder shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such holder any such rights.


 


1.3. Trustee for Warrant
Holders. In the event that a bank or trust company shall have been appointed as trustee for the holders of this Warrant pursuant
to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described)
and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.


 


1.4. Termination of Warrant. In the event
the Warrants are not exercised within Seven (7) years from the Issue Date, the right to exercise shall terminate.


 


2. Procedure
for Exercise.


 


2.1. Delivery of Stock
Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after
the exercise of this Warrant in full or in part, and in any event within Three (3) business days thereafter (“Warrant Share
Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued,
fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise.
The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in
economic loss to the Holder. Furthermore, in addition to any other remedies which may be available to the Holder, in the event
that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may
revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company
and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of
this Warrant.


 


2.2. Exercise.
Payment may be made by wire transfer of immediately available funds or by certified or official bank check payable to the order
of the Company equal to the applicable aggregate Exercise Price.


 


3. Effect of Reorganization,
Etc.; Adjustment of Exercise Price.


 


3.1. Reorganization,
Consolidation, Merger, Etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company,
the consolidation or merger of the Company with or into another person (other than a merger or consolidation of the Company in
which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding
Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person, then, as a
condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will he
entitled to receive upon surrender of the Warrant to the Company to the extent that the Holder would be entitled to receive Common
stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation,
merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable
to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities)
upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder
had the Holder exercised such Warrant immediately prior to the consummation of such reorganization, reclassification, consolidation,
merger, sale or conveyance less an amount of such securities having a value equal to the aggregate Exercise Price payable upon
exercise of the Warrant.


 



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3.2. Dissolution.
In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets,
the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to
be delivered to the Holder the stock and other securities receivable by the Holder pursuant to Section 3.1, or, if the Holder shall
so instruct the Company, to a bank or trust company specified by the Holder and having its principal office in New York, NY as
trustee for the Holder (the “Trustee”).


 


3.3. Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares
of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms
of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation
of the transactions described in this Section 3, then the Company’s securities receivable by the Holder will be delivered
to the Holder or the Trustee as contemplated by Section 3.2.


 


4. Certificate as to
Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee
to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of


(a) the
consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold
or deemed to have been issued or sold,


(b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and
the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment
or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder and any warrant agent of the Company (appointed pursuant to Section 8 hereof).


 


5. Assignment: Exchange
of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred
by any registered holder hereof (a “Transferor”) in whole or in part. On the surrender for exchange of this Warrant,
with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”)
and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which
shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel (at the Company’s
expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense
(but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor
thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 



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6. Replacement of Warrant.
On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


7. Maximum Exercise.
Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to exercise any portion of this Warrant
in excess of that portion of this Warrant upon exercise of which the sum of (a) the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates and (b) the number of shares of Common Stock issuable upon the exercise of the portion of
this Warrant with respect to which the determination of this limitation is being made, would result in beneficial ownership by
the Holder and its Affiliates of any amount greater than 4.99% of the then outstanding shares of Common Stock. As used herein,
the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144
under the


Securities Act. For purposes of the second
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulations 13(d)-(g) thereunder.


 


8. Warrant Agent.
The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing
this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the
case may be, shall be made at such office by such agent.


 


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


 


10. Notices,
Etc. All notices and other communications from the Company to the Holder shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder
furnishes to the Company an address, then to, and at the address of, the last Holder who has so furnished an address to the Company.


 


11. Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITIIOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL
COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION
OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’
fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Warrant. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other provision hereof. The Company acknowledges that legal
counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any
party against the other party.


 



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12. Original
Documents. An executed, original Warrant Agreement must be received by the Holder’s attorney, Brinen & Associates,
LLC at 7 Dey Street, Suite 1503, New York, New York 10007.


 


13. Registration
Rights. If at any time while this Warrant Agreement is effective (the “Piggy-Back Period”) the Company proposes
to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities
Act of any of its securities (other than a Registration Statement on Form S-4 or Form S-8 (or their equivalents at such time) relating
to securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans), the Company shall include the Conversion Shares of Common Stock
on such Registration Statement.


 


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


 


	 	 	WOWIO, Inc.
	 	 	 
	 	By:	/s/
    Brian Altounian
	 		Brian Altounian 
	 	 	Chief Executive Officer


 


	INVESTOR:		 
	 	 	 
	By:	/s/
    Tim Kaiser	 
	Name:	Tim Kaiser	 
	Title:	 	 
	Address:	 	 
	 	 	 


 



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EXHIBIT A


 


FORM OF SUBSCRIPTION


(To Be Signed Only On Exercise Of Warrant)


TO: WOWIO, Inc.


 


Attention:
  Chief Executive Officer



 


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


 


The undersigned herewith makes payment of
the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $0.05.


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to __________________________________________________________________________________ whose
address is _______________________________________________________________________________________________.


 


The undersigned represents
and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the
“Securities Act”) or pursuant to an exemption from registration under the Securities Act.


 


Dated: ________  


 


	 	
        (Signature must conform to name
of holder as specified on the face of the Warrant)

		 
	 	Address:	 
	 	 	
	 		




 



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EXHIBIT B


FORM OF TRANSFEROR ENDORSEMENT


(To
Be Signed Only On Transfer Of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the
right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of WOWIO, Inc., into which
the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of WOWIO, Inc., with full power of substitution in the premises.


 


	 	 	 	 	Percentage	 	Number
	Transferees	 	Address	 	Transferred	 	Transferred


 


Dated:


 


	 	(Signature
must conform to name of holder as specified on the face of the Warrant)



	 	 
	 	Address:	
         

	 		
	 	 	 
	 	SIGNED IN THE PRESENCE OF:
	 	 
	 	(Name)


 





 


ACCEPTED AND AGREED:


[TRANSFEREE]


 


(Name)




 



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