Exhibit
10.19


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF (THE “WARRANT SHARES”) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT
BE TRANSFERRED, OFFERED FOR SALE OR SOLD UNLESS (A) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT,
OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, OFFER FOR SALE OR SALE
MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.


 


WOWIO,
INC.


WARRANT


 


This
Warrant (the “Warrant”), dated December 16, 2010 (the “Effective Date”) evidences
the right of Scott Dyke, an individual (“Holder”) to purchase 1,000,000 shares of the Common Stock, par value
$0.0001 per share (“Common Stock”) of Wowio, Inc., a Texas corporation (the “Company”),
at an initial price of $0.25 per share (the “Exercise Price”), subject to the terms and conditions hereinafter
set forth. This Warrant has been issued in connection with the private sale of shares of Common Stock to Holder.


 


1.
Term of Warrant. The Warrant may be exercised, in whole or in part, only in accordance with the terms and conditions hereinafter
set forth and only during the period commencing on the Effective Date and ending at 5:00 p.m. on the earliest of (i) the third
anniversary of the Effective Date; (ii) that date which is 30 days after the date notice is given to the Holder of the commencement
of a securities offering by the Company in which the Company offers equity securities valued at $1,000,000 or more for sale; (iii)
the closing date of a transaction or series of transactions in which the Company sells or otherwise disposes of all or substantially
all of its property or business; or (iv) the closing date of a transaction in which the Company merges with or into or consolidates
with any other corporation, limited liability company or other entity (other than a wholly-owned subsidiary of the Company) other
than a transaction in which the stockholders of the Company immediately prior to the transaction own a majority of the voting
power of the surviving corporation following the transaction, in which case lawful and adequate provision shall be made whereby
this Warrant shall thereafter evidence the right to purchase such number and kind of securities and other property as would have
been issuable or distributable on account of such merger or consolidation with respect to the securities which were purchasable
under the Warrant immediately prior to the merger or consolidation, and the successor corporation (if other than the Company)
resulting from such merger or consolidation shall assume the obligation to deliver to the Holder such shares of stock or other
securities as, in accordance with the foregoing provisions, the Holder is entitled to purchase (as applicable, the “Warrant
Term”). The Company shall provide the Holder a minimum of thirty days prior written notice of the date upon which this
Warrant shall terminate in accordance with clauses (iii) and (iv) of this Section 1 and transactions of the type described in
such clauses are hereinafter collectively referred to as “Termination Transactions”.


 




    	 



    	 



    

 


2.
Exercise of Warrant. The Warrant shall be exercisable as follows:


 


		(a)	Method
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Exercise:
                                                                                                                                                                                                                   Payment:
                                                                                                                                                                                                                   Issuance
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   New
                                                                                                                                                                                                                   Warrant:
                                                                                                                                                                                                                   Transfer
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   Exchanges.
                                                                                                                                                                                                                   Subject
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   teens
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   conditions
                                                                                                                                                                                                                   set
                                                                                                                                                                                                                   forth
                                                                                                                                                                                                                   herein,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   may
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   exercised
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder,
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   whole
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   part,
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   payment
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   full
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   aggregate
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   payable
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   respect
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   purchased
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   exercise
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   delivery
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Subscription
                                                                                                                                                                                                                   Form
                                                                                                                                                                                                                   (a
                                                                                                                                                                                                                   form
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   is
                                                                                                                                                                                                                   attached)
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   so
                                                                                                                                                                                                                   purchased.
                                                                                                                                                                                                                   The
                                                                                                                                                                                                                   aggregate
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   may
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   paid
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   cash,
                                                                                                                                                                                                                   check
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   wire
                                                                                                                                                                                                                   transfer.



 


		(b)	Restrictions
                                                                                                                                                                                                                   on
                                                                                                                                                                                                                   Exercise.
                                                                                                                                                                                                                   The
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   may
                                                                                                                                                                                                                   not
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   exercised
                                                                                                                                                                                                                   if
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   issuance
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   exercise
                                                                                                                                                                                                                   would
                                                                                                                                                                                                                   constitute
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   violation
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   applicable
                                                                                                                                                                                                                   federal
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   state
                                                                                                                                                                                                                   securities
                                                                                                                                                                                                                   laws
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   other
                                                                                                                                                                                                                   laws
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   regulations.
                                                                                                                                                                                                                   As
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   condition
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   exercise
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   may
                                                                                                                                                                                                                   require
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   make
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   representations
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   warranties
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   may
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   required
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   applicable
                                                                                                                                                                                                                   law
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   regulation.



 


3.
Stock Fully Paid; Reservation of Warrant Shares. The Company covenants and agrees that all Warrant Shares will, upon issuance
and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees
that during the Warrant Term the Company will at all times have authorized and reserved for the purpose of the issue upon exercise
of the Warrant at least the number of Warrant Shares as are issuable upon the exercise of the Warrant.


 


4.
Adjustment of Exercise Price and/or Number of Warrant Shares. The number and kind of securities purchasable upon the exercise
of the Warrants and the payment of the aggregate Exercise Price shall be subject to adjustment from time to time upon the happening
of certain events, as follows:


 


		(a)	Consolidation,
                                                                                                                                                                                                                   Merger
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   Reclassification.
                                                                                                                                                                                                                   If
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   at
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   time
                                                                                                                                                                                                                   while
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   remains
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   reclassify
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   manner
                                                                                                                                                                                                                   change
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   securities
                                                                                                                                                                                                                   then
                                                                                                                                                                                                                   purchasable
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   exercise
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   (any
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   constitute
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   “Reclassification”),
                                                                                                                                                                                                                   then
                                                                                                                                                                                                                   lawful
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   adequate
                                                                                                                                                                                                                   provision
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   made
                                                                                                                                                                                                                   whereby
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   thereafter
                                                                                                                                                                                                                   evidence
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   right
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   purchase
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   kind
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   securities
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   other
                                                                                                                                                                                                                   property
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   would
                                                                                                                                                                                                                   have
                                                                                                                                                                                                                   been
                                                                                                                                                                                                                   issuable
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   distributable
                                                                                                                                                                                                                   with
                                                                                                                                                                                                                   respect
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   securities
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   were
                                                                                                                                                                                                                   purchasable
                                                                                                                                                                                                                   under
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Reclassification.



 


		(b)	Subdivision
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   Combination
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares.
                                                                                                                                                                                                                   If
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   at
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   time
                                                                                                                                                                                                                   while
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   remains
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   subdivide
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   combine
                                                                                                                                                                                                                   its
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   adjusted
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   price
                                                                                                                                                                                                                   determined
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   multiplying
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   effect
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   subdivision
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   combination
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   fraction
                                                                                                                                                                                                                   (i)
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   numerator
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   total
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   subdivision
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   combination,
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   (ii)
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   denominator
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   total
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   after
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   subdivision
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   combination.



 




    	2



    	 



    

 


		(c)	Certain
                                                                                                                                                                                                                   Dividends
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   Distributions.
                                                                                                                                                                                                                   If
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   at
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   time
                                                                                                                                                                                                                   while
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   is
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   take
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   record
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   holders
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   its
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   purpose
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   entitling
                                                                                                                                                                                                                   them
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   receive
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   dividend
                                                                                                                                                                                                                   payable
                                                                                                                                                                                                                   in,
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   other
                                                                                                                                                                                                                   distribution
                                                                                                                                                                                                                   without
                                                                                                                                                                                                                   consideration
                                                                                                                                                                                                                   of,
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock,
                                                                                                                                                                                                                   then
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   adjusted
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   that
                                                                                                                                                                                                                   price
                                                                                                                                                                                                                   determined
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   multiplying
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   effect
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   each
                                                                                                                                                                                                                   dividend
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   distribution
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   fraction
                                                                                                                                                                                                                   (A)
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   numerator
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   total
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   dividend
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   distribution,
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   (B)
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   denominator
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   total
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   after
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   dividend
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   distribution.



 


		(d)	Sale
                                                                                                                                                                                                                   Below
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price.
                                                                                                                                                                                                                   If
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   at
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   time
                                                                                                                                                                                                                   while
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   remains
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   conduct
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   private
                                                                                                                                                                                                                   placement
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   sell
                                                                                                                                                                                                                   shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   at
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   price
                                                                                                                                                                                                                   per
                                                                                                                                                                                                                   share
                                                                                                                                                                                                                   less
                                                                                                                                                                                                                   than
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   then
                                                                                                                                                                                                                   current
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   (as
                                                                                                                                                                                                                   calculated
                                                                                                                                                                                                                   after
                                                                                                                                                                                                                   giving
                                                                                                                                                                                                                   effect
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   adjustments
                                                                                                                                                                                                                   set
                                                                                                                                                                                                                   forth
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Section
                                                                                                                                                                                                                   4),
                                                                                                                                                                                                                   then
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   adjusted
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   price
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   $0.125
                                                                                                                                                                                                                   per
                                                                                                                                                                                                                   share.
                                                                                                                                                                                                                   For
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   avoidance
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   doubt,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   parties
                                                                                                                                                                                                                   agree
                                                                                                                                                                                                                   that
                                                                                                                                                                                                                   no
                                                                                                                                                                                                                   adjustment
                                                                                                                                                                                                                   under
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Section
                                                                                                                                                                                                                   4(d)
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   occur
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   connection
                                                                                                                                                                                                                   with
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   issuance
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   options
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   purchase
                                                                                                                                                                                                                   shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Stock
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   officers,
                                                                                                                                                                                                                   employees,
                                                                                                                                                                                                                   directors
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   consultants
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   incentive
                                                                                                                                                                                                                   compensation
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   connection
                                                                                                                                                                                                                   with
                                                                                                                                                                                                                   services
                                                                                                                                                                                                                   rendered
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company.



 


		(e)	Adjustment
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares.
                                                                                                                                                                                                                   Upon
                                                                                                                                                                                                                   each
                                                                                                                                                                                                                   adjustment
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   pursuant
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   subsections
                                                                                                                                                                                                                   (b)
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   (c)
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Section
                                                                                                                                                                                                                   4,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   purchasable
                                                                                                                                                                                                                   hereunder
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   adjusted
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   that
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   determined
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   multiplying
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   purchasable
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   exercise
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   adjustment
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   fraction,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   numerator
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   he
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   adjustment
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   denominator
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   following
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   adjustment.



 


		(f)	No
                                                                                                                                                                                                                   Change
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   Warrant.
                                                                                                                                                                                                                   The
                                                                                                                                                                                                                   form
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   need
                                                                                                                                                                                                                   not
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   changed
                                                                                                                                                                                                                   because
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   adjustment
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   purchasable
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   exercise.
                                                                                                                                                                                                                   The
                                                                                                                                                                                                                   Exercise
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   number
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   he
                                                                                                                                                                                                                   considered
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   have
                                                                                                                                                                                                                   been
                                                                                                                                                                                                                   so
                                                                                                                                                                                                                   changed
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   close
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   business
                                                                                                                                                                                                                   on
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   date
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   adjustment.



 


5.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant
is to be made in connection with a Termination Transaction, such exercise may, at the election of the Holder, be conditioned upon
the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior
to the consummation of the transaction.


 




    	3



    	 



    

 


6.
Fractional Warrant Shares. No fractional Warrant Shares will be issued in connection with any subscription hereunder hut,
in lieu of such fractional Warrant Shares, the Company shall make a cash payment therefor upon the basis of the fair market value
of the Warrant Shares.


 


7.
Nontransferability of Warrant. The Warrant may be exercised only by the Holder, and may not be sold, pledged, assigned,
hypothecated, gifted, transferred or disposed of in any manner, in whole or in part, either voluntarily or involuntarily by operation
of law.


 


8.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a new Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and
reasonable bond and/or indemnity, if requested. Applicants for a new Warrant under such circumstances shall also comply with such
other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.


 


9.
No Rights as Stockholder. The Holder of the Warrant, as such, shall not be entitled to vote or receive dividends or be
considered a stockholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on the Holder
hereof, as such, any rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action,
to receive notice of meetings of stockholders, to receive dividends or subscription rights or otherwise.


 


10.
Amendment or Waiver. Any term of this Warrant may be amended or waived only with the written consent of the Company
and the Holder. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each transferee of this
Warrant.


 


11.
Representations-Warranties and Covenants of the Company. As of the date hereof and as of the Exercise Date,
the Company represents, warrants, covenants and agrees as follows:


 


		(a)	This
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   is,
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   new
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   issued
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   substitution
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   replacement
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be,
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   issuance,
                                                                                                                                                                                                                   duly
                                                                                                                                                                                                                   authorized
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   validly
                                                                                                                                                                                                                   issued.



 


		(b)	Issuance
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   delivery
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   certificates
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   made
                                                                                                                                                                                                                   without
                                                                                                                                                                                                                   charge
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   issue
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   transfer
                                                                                                                                                                                                                   tax,
                                                                                                                                                                                                                   withholding
                                                                                                                                                                                                                   tax,
                                                                                                                                                                                                                   transfer
                                                                                                                                                                                                                   agent
                                                                                                                                                                                                                   fee
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   other
                                                                                                                                                                                                                   incidental
                                                                                                                                                                                                                   tax
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   expense
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   respect
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   issuance
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   certificates,
                                                                                                                                                                                                                   all
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   taxes
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   expenses
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   paid
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company.
                                                                                                                                                                                                                   The
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   responsible
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   all
                                                                                                                                                                                                                   other
                                                                                                                                                                                                                   tax
                                                                                                                                                                                                                   liability
                                                                                                                                                                                                                   that
                                                                                                                                                                                                                   may
                                                                                                                                                                                                                   arise
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   result
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   holding
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   receiving
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   exercise
                                                                                                                                                                                                                   hereof
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   transferring
                                                                                                                                                                                                                   either
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares.



 


		(c)	The
                                                                                                                                                                                                                   representations,
                                                                                                                                                                                                                   warranties
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   covenants
                                                                                                                                                                                                                   contained
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Section
                                                                                                                                                                                                                   11
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   survive
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   execution
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   delivery
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   issuance
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares.



 




    	4



    	 



    

 


12.
Holder’s Representations, Warranties and Covenants. As of the date hereof and as of the Exercise Date, Holder represents,
warrants, covenants and agrees as follows:


 


		(a)	Holder
                                                                                                                                                                                                                    (A)
                                                                                                                                                                                                                    has
                                                                                                                                                                                                                    such
                                                                                                                                                                                                                    knowledge
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    experience
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    financial
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    business
                                                                                                                                                                                                                    matters
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    he
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    fully
                                                                                                                                                                                                                    capable
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    evaluating
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    merits
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    risks
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    an
                                                                                                                                                                                                                    investment
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares,
                                                                                                                                                                                                                    (B)
                                                                                                                                                                                                                    can
                                                                                                                                                                                                                    bear
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    economic
                                                                                                                                                                                                                    risk
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    his
                                                                                                                                                                                                                    investment
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares,
                                                                                                                                                                                                                    (C)
                                                                                                                                                                                                                    has
                                                                                                                                                                                                                    been
                                                                                                                                                                                                                    furnished
                                                                                                                                                                                                                    with
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    has
                                                                                                                                                                                                                    had
                                                                                                                                                                                                                    full
                                                                                                                                                                                                                    access
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    all
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    information
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    he
                                                                                                                                                                                                                    considers
                                                                                                                                                                                                                    necessary
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    appropriate
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    deciding
                                                                                                                                                                                                                    whether
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    acquire
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares,
                                                                                                                                                                                                                    (D)
                                                                                                                                                                                                                    has
                                                                                                                                                                                                                    had
                                                                                                                                                                                                                    an
                                                                                                                                                                                                                    opportunity
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    ask
                                                                                                                                                                                                                    questions
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    receive
                                                                                                                                                                                                                    answers
                                                                                                                                                                                                                    from
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    regarding
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    terms
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    conditions
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares,
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    (E)
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    familiar
                                                                                                                                                                                                                    with
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    business
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    prospects
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company.



 


		(b)	Holder
                                                                                                                                                                                                                    acknowledges
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    issued
                                                                                                                                                                                                                    by
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    a
                                                                                                                                                                                                                    transaction
                                                                                                                                                                                                                    not
                                                                                                                                                                                                                    involving
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    public
                                                                                                                                                                                                                    offering
                                                                                                                                                                                                                    within
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    meaning
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    Section
                                                                                                                                                                                                                    4(2)
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Securities
                                                                                                                                                                                                                    Act
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    intends
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    only
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    state
                                                                                                                                                                                                                    corporate
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    securities
                                                                                                                                                                                                                    laws
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    State
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    California,
                                                                                                                                                                                                                    together
                                                                                                                                                                                                                    with
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    federal
                                                                                                                                                                                                                    securities
                                                                                                                                                                                                                    laws,
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    govern
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    issuance
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    exercise
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrant.



 


		(c)	Holder
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    acquiring
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    investment
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    his
                                                                                                                                                                                                                    own
                                                                                                                                                                                                                    account,
                                                                                                                                                                                                                    not
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    account
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    other
                                                                                                                                                                                                                    person,
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    not
                                                                                                                                                                                                                    with
                                                                                                                                                                                                                    a
                                                                                                                                                                                                                    view
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    resale
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    distribution
                                                                                                                                                                                                                    thereof,
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    whole
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    part,
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    violation
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Securities
                                                                                                                                                                                                                    Act
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    applicable
                                                                                                                                                                                                                    state
                                                                                                                                                                                                                    securities
                                                                                                                                                                                                                    law.



 


		(d)	Holder
                                                                                                                                                                                                                    agrees
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    each
                                                                                                                                                                                                                    Warrant,
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                    issued
                                                                                                                                                                                                                    upon
                                                                                                                                                                                                                    exercise
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrants,
                                                                                                                                                                                                                    will
                                                                                                                                                                                                                    bear
                                                                                                                                                                                                                    a
                                                                                                                                                                                                                    legend
                                                                                                                                                                                                                    substantially
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    following
                                                                                                                                                                                                                    effect:



 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF (THE “WARRANT SHARES”) HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES _ ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED, OFFERED FOR SALE OR SOLD UNLESS (A) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT,
OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, OFFER FOR SALE OR SALE
MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.


 


		(e)	Holder
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    an
                                                                                                                                                                                                                    “accredited
                                                                                                                                                                                                                    investor”
                                                                                                                                                                                                                    within
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    meaning
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    Regulation
                                                                                                                                                                                                                    D
                                                                                                                                                                                                                    promulgated
                                                                                                                                                                                                                    under
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Securities
                                                                                                                                                                                                                    Act
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    understands
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrants
                                                                                                                                                                                                                    are
                                                                                                                                                                                                                    being,
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                    will
                                                                                                                                                                                                                    he,
                                                                                                                                                                                                                    issued
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    him
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    reliance
                                                                                                                                                                                                                    on
                                                                                                                                                                                                                    specific
                                                                                                                                                                                                                    exemptions
                                                                                                                                                                                                                    from
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    registration
                                                                                                                                                                                                                    requirements
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Securities
                                                                                                                                                                                                                    Act
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    relying
                                                                                                                                                                                                                    upon
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    truth
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    accuracy
                                                                                                                                                                                                                    of,
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Holder’s
                                                                                                                                                                                                                    compliance
                                                                                                                                                                                                                    with,
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    representations,
                                                                                                                                                                                                                    warranties,
                                                                                                                                                                                                                    agreements,
                                                                                                                                                                                                                    acknowledgments
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    understandings
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    Holder
                                                                                                                                                                                                                    set
                                                                                                                                                                                                                    forth
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    order
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    determine
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    availability
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    such
                                                                                                                                                                                                                    exemptions
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    eligibility
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    Holder
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    acquire
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Warrants
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warrant
                                                                                                                                                                                                                    Shares.



 




    	5



    	 



    

 


		(f)	The
                                                                                                                                                                                                                   representations,
                                                                                                                                                                                                                   warranties
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   covenants
                                                                                                                                                                                                                   contained
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Section
                                                                                                                                                                                                                   12
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   survive
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   execution
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   delivery
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   issuance
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Warrant
                                                                                                                                                                                                                   Shares.



 


13.
Notices. Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise
Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified in this Section 13 prior to 5:00 p.m. (Los Angeles,
California time), (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (Los Angeles,
California time) on any Business Day, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight
courier service, (iv) three Business Day after deposit in the United States mail, or (v) upon actual receipt by the party to whom
such notice is required to be given. “Business D ” shall mean any day except a Saturday, Sunday or other day
on which commercial banks in Los Angeles, California, are required or authorized by law to close.


 


The
address for such notices or communications shall be as set forth below:


 


if
to the Company:


 


Wowio,
Inc.


3545
Motor Avenue, 3rd Floor


Los Angeles, CA 90034


Attention:
Brian Altounian


Fax Number: (310) 276-2799


 


with
a copy to:


 


Wowio,
Inc.


3545
Motor Avenue, 3rd Floor


Los Angeles, CA 90034


Attention:
Nathan Huffman, Esq.


Fax Number: (310) 276-2799


 


if
to the Holder:


 


Scott
Dyke


 


with
a copy to:


 


Telephone:


Fax
Number:


 






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14.
Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto, 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.


 


15.
Attorney’s Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant,
the substantially prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.


 


16.
Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision(s) in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (a) such provision shall be excluded from this Warrant, (b) the balance of this Warrant shall be interpreted
as if such provision were so excluded, and (c) the balance of the Warrant shall be enforceable in accordance with its terns.


 


I7.
Entire Agreement. This Warrant, and the documents referred to herein, constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter
hereof existing between the parties hereto are expressly canceled.


 




    	7



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Warrant as of the day and year first above written.


 


WOWIO,
I C.


 





	By:	/s/
    Altounian	 
	 	Brian
    Altounian	 
	 	Chief
    Executive Officer	 


 


HOLDER


 


	/s/
    Scott Dyke	 


 




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