Exhibit
10.21


 


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


 


Right
to Purchase 3,333,333 shares of Common Stock of WOWIO, Inc. (subject to adjustment as provided herein)


 


COMMON
STOCK PURCHASE WARRANT


 


	No.
    01	Issue
    Date: 02/09/12


 


WOWIO,
Inc. a corporation organized under the laws of the State of Texas hereby certifies that, for value received, the undersigned investor,
or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company (as defined herein) at any time after the Issue Date of this Warrant until Seven (7) years after the Issue Date, up to
Three Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three (3,333,333) fully paid and non-assessable shares
of Common Stock (as hereinafter defined), $0.0001 par value per share, at the applicable Exercise Price per share (as defined
below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment
as provided herein.


 


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


 


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


 


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


 


(c)
The “Exercise Price” applicable under this Warrant shall be One and One-Half Cents ($0.015) per share.


 


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


 




    	 



    	 



    

 


1.
Exercise of Warrant.


 


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


 


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


 


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


 


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


 


2.
Procedure for Exercise.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


6.
Registration Rights. If at any time while this Note is issued and outstanding (the “Piggy-Back Period”) the Company
proposes to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under
the Securities Act of any of its securities (other than a Registration Statement on Form S-4 or Form S-8 (or their equivalents
at such time) relating to securities to be issued solely in connection with any acquisition of any entity or business or equity
securities issuable in connection with stock option or other employee benefit plans), the Company shall include the Conversion
Shares of Common Stock on such Registration Statement.


 


7.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.


 


8.
Maximum Exercise. Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to exercise
any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (a) the number of shares
of Common Stock beneficially owned by the Holder and its Affiliates and (b) the number of shares of Common Stock issuable upon
the exercise of the portion of this Warrant with respect to which the determination of this limitation is being made, would result
in beneficial ownership by the Holder and its Affiliates of any amount greater than 4.99% of the then outstanding shares of Common
Stock. As used herein, the team -Affiliate- means any person or entity that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control with a person or entity. as such terms are used in
and construed under Rule 144 under the Securities Act. For purposes of the second preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations I 3(d)-(g)
thereunder.


 


9.
Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to
Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such agent.


 




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10.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the
registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


11.
Notices, Etc. All notices and other communications from the Company to the Holder shall be mailed by first class registered
or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until
any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder who has so furnished an address
to the Company.


 


12.
Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS
OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE
THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of the Company
agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorneys’ fees and costs. In the event that any provision of this Warrant is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings
in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity
or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.
The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Warrant to favor any party against the other party.


 


13.
Original Documents. An executed, original Warrant Agreement must be received by the Holder’s attorney, Brinen & Associates,
LLC at 7 Dey Street, Suite 1503, New York, New York 10007.


 






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


 





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


  


INVESTOR





  


	By:	/s/
    War Chest Capital Multi-Strateg Fund, LLC	 
	Name:	 	 
	Title:	 	 
	Address:	 	 


 




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EXHIBIT
A


FORM
OF SUBSCRIPTION

(To Be Signed Only On Exercise Of Wan-ant)


TO:
WOWIO. Inc.


 


Attention:
Chief Executive Officer


 


The
undersigned, pursuant to the provisions set forth in the attached Wan-ant (No. ___), hereby irrevocably elects to purchase
____________ shares of the Common Stock covered by such Warrant


 


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


 


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


 


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


 


	Dated:_______________________	 	 	 
	 	 	 	(Signature
    must conform to name of holder as specified on the face of the Warrant)
	 	 	 	 
	 	 	 	Address:


 




    	 



    	 



    

 


EXHIBIT
B


FORM
OF TRANSFEROR ENDORSEMENT 


(To
Be Signed Only On Transfer Of Warrant)


 


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





 





	 	 	 	 	Percentage	 	Number
	Transferees	 	Address	 	Transferred	 	Transferred


 


 





	Dated: ____________________________________	 
	 	Signature must conform to name of holder as specified on the face of the Warrant)
	 	 
	 	Address:
	 	 
	 	SIGNED IN THE PRESENCE OF:
	 	 
	 	 
	 	(Name)


 





	ACCEPTED
AND AGREED:	 
	[TRANSFEREE]	 
	 	 
	 	 
	(Name)