**Exhibit 4.1**

NEITHER THESE SECURITIESNOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEENREGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIESCOMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDERTHE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLESTATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPTPURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR(II) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITHAPPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.  THESE SECURITIES AND THE SECURITIES ISSUABLEUPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDEMARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

**INTERNATIONALFIGHT LEAGUE, INC.**

**WARRANTTO PURCHASE COMMON STOCK**

 
|                 |   |                              |
|-----------------|--------|-----------------------------------|
| Warrant No. B-2 |   | Original Issue Date: June 1, 2007 |

 

INTERNATIONAL FIGHTLEAGUE, INC., a Delaware corporation (the “*Company*”),hereby certifies that, for value received, Lifeline Industries, Inc. or itspermitted registered assigns (the “*Holder*”),is entitled to purchase from the Company up to a total of ONE HUNDRED SIXTYTHOUSAND (160,000) shares of common stock, $0.01 par value per share (the “*Common Stock*”), of the Company (each suchshare, a “*Warrant Share*” and allsuch shares, the “*Warrant Shares*”)at an exercise price per share equal to ONE DOLLAR AND TWENTY-FIVE CENTS($1.25) (as adjusted from time to time as provided in Section 8 herein,the “*Exercise Price*”), at anytime and from time to time from and after the Original Issue Date (the “*Issuance Date*”) and through and including5:00 P.M., New York City time, on April 2, 2012 (the “*Expiration Date*”), and subject to thefollowing terms and conditions:

The Holder hereby agreesthat the representations and warranties set forth in Appendix A to Schedule1, annexed hereto and made a part hereof, are true, accurate and completeas of the Issuance Date.

1.             Registration of Warrants.  The Company shall register this Warrant inrecords to be maintained by the Company for that purpose (the “*Warrant Register*”), in the name of therecord Holder (which shall include the initial Holder or, as the case may be,any registered assignee to which this Warrant is permissibly assignedhereunder) from time to time.  TheCompany may deem and treat the registered Holder of this Warrant as the absoluteowner hereof for the purpose of any exercise hereof or any distribution to theHolder, and for all other purposes, absent actual notice to the contrary.

2.             Registration of Transfers.Subject to the restrictions on transfer set forth in Section 12(b) andcompliance with all applicable securities laws, the Company shall register thetransfer of all or any portion of this Warrant in the Warrant Register, upon(i) surrender of this Warrant and the Form of Assignment attached as Schedule1 hereto duly completed and signed by the transferring Holder, to theCompany at its address specified herein; (ii) if a registration statement underthe Securities Act of 1933 (the “Securities Act”) is not effective, delivery byor on behalf of the

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transferring Holder (atits expense), at the request of the Company, of an opinion of counselreasonably satisfactory to the Company to the effect that the transfer of suchportion of this Warrant may be made pursuant to an available exemption from theregistration requirements of the Securities Act and all applicable statesecurities or blue sky laws; and (iii) accurate completion, execution anddelivery to the Company by the transferee of Appendix A to Schedule 1,annexed hereto and made a part hereof. Upon any such registration or transfer (including, to the extentapplicable, receipt of the items set forth in clauses (i), (ii) and (iii)immediately preceding), a new warrant to purchase Common Stock in substantiallythe form of this Warrant (any such new warrant, a “*New Warrant*”) evidencing the portion of this Warrant sotransferred shall be issued to the transferee, and a New Warrant evidencing theremaining portion of this Warrant not so transferred, if any, shall be issuedto the transferring Holder.  Theacceptance of the New Warrant by the transferee thereof shall be deemed theacceptance by such transferee of all of the rights and obligations of a Holderof a Warrant.

3.             Exerciseand Duration of Warrants.

(a)           All or any part of this Warrant may beexercised by the registered Holder at any time and from time to time on orafter the Issuance Date and through and including 5:00 P.M. New York City timeon the Expiration Date.  At 5:01 P.M.,New York City time, on the Expiration Date, the portion of this Warrant notexercised prior thereto shall be and become void and of no value and thisWarrant shall be terminated and no longer outstanding;

(b)           The Holder may exercise this Warrantby delivering to the Company (i) an exercise notice, in the form attached as Schedule2 hereto (the “*Exercise Notice*”),appropriately completed and duly signed, and (ii) payment of the ExercisePrice, in immediately available funds and/or in accordance with Section 3(c)below, for the number of Warrant Shares as to which this Warrant is beingexercised.  The date such items aredelivered to the Company (as determined in accordance with the noticeprovisions hereof) is an “*Exercise Date*.”  The delivery by (or on behalf of) the Holderof the Exercise Notice and the applicable Exercise Price as provided aboveshall constitute the Holder’s certification to the Company that itsrepresentations contained in Appendix A to Schedule 1 hereto aretrue and correct as of the Exercise Date as if remade in their entirety (or, inthe case of any transferee Holder, such transferee Holder’s certification tothe Company that such representations are true and correct as to suchtransferree Holder as of the Exercise Date). Execution and delivery of the Exercise Notice shall have the same effectas cancellation of the original Warrant and issuance of a New Warrantevidencing the right to purchase the remaining number of Warrant Shares.

(c)           Holder  may, at its option, elect to pay some or allof the Exercise Price payable upon an exercise of this Warrant by cancelling aportion of this Warrant with respect to such number of Warrant Shares as isdetermined by dividing (i) the total Exercise Price payable in respect of thenumber of Warrant Shares being purchased upon such exercise by (ii) the excessof the Fair Market Value per share of Common Stock as of the Exercise Date,over the Exercise Price per share.  TheFair Market Value per share of Common Stock shall be determined as follows:

(i)            If the Common Stockis listed or quoted on a national securities exchange, the Nasdaq NationalMarket or another nationally recognized exchange or trading system (includingthe OTC Bulletin Board) as of the Exercise Date, the Fair Market Value pershare of Common Stock shall be deemed to be the last reported sale price pershare of Common Stock thereon on the Exercise Date, or, if no such price isreported on such date, such price on the next preceding business day for whichsuch price is reported.

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(ii)           If the Common Stock is not listed orquoted as described in (i) above, the Fair Market Value per share of CommonStock shall be deemed to be the amount determined in good faith by the Board ofDirectors of the Company  to representthe value per share the Common Stock would have if it were publicly traded on anationally recognized exchange or trading system, not as an initial publicoffering but on a seasoned basis and without any unusual market conditions orany premium for control or discount for minority interests, illiquidity orrestrictions on transfer.

4.             Delivery of Warrant Shares.  Upon exercise of this Warrant, the Companyshall promptly (but in no event later than three (3) Trading Days after theExercise Date) issue or cause to be issued and cause to be delivered to or uponthe written order of the Holder and in such name or names as the Holder maydesignate (provided that, if a registration statement covering the WarrantShares is not effective, and the Holder directs the Company to deliver acertificate for the Warrant Shares in a name other than that of the Holder oran Affiliate of the Holder, it shall deliver to the Company on the ExerciseDate an opinion of counsel reasonably satisfactory to the Company to the effectthat the issuance of such Warrant Shares in such other name may be madepursuant to an available exemption from the registration requirements of the SecuritiesAct and all applicable state securities or blue sky laws), a certificate forthe Warrant Shares issuable upon such exercise, free of restrictive legends,unless a registration statement covering the resale of the Warrant Shares andnaming the Holder as a selling stockholder thereunder is not then effective orthe Warrant Shares are not freely transferable without volume restrictionspursuant to Rule 144(k) under the Securities Act.  The Holder, or any Person permissibly sodesignated by the Holder to receive Warrant Shares, shall be deemed to havebecome the holder of record of such Warrant Shares as of the Exercise Date.

5.             Charges, Taxes and Expenses.Issuance and delivery of certificates for shares of Common Stock upon exerciseof this Warrant shall be made without charge to the Holder for any issue ortransfer tax, withholding tax, transfer agent fee or other incidental tax orexpense in respect of the issuance of such certificates, all of which taxes andexpenses shall be paid by the Company; *provided,however*, that the Company shall not be required to pay any tax whichmay be payable in respect of any transfer involved in the registration of anycertificates for Warrant Shares or Warrants in a name other than that of theHolder or an Affiliate thereof.  TheHolder shall be responsible for all other tax liability that may arise as aresult of holding or transferring this Warrant or receiving Warrant Shares uponexercise hereof.

6.             Replacement of Warrant.  If this Warrant is mutilated, lost, stolen ordestroyed, the Company shall issue or cause to be issued in exchange andsubstitution for and upon cancellation hereof, or in lieu of and substitutionfor this Warrant, a New Warrant, but only upon receipt of evidence reasonablysatisfactory to the Company of such loss, theft or destruction and, in eachcase, a customary and reasonable indemnity (which may include a surety bond),if requested.  Applicants for a NewWarrant under such circumstances shall also comply with such other reasonableregulations and procedures and pay such other reasonable third-party costs asthe Company may prescribe. If a New Warrant is requested as a result of amutilation of this Warrant, then the Holder shall deliver such mutilatedWarrant to the Company as a condition precedent to the Company’s obligation toissue the New Warrant.

7.             Reservation of Warrant Shares.  The Company covenants that it will initiallyreserve and keep available out of the aggregate of its authorized but unissuedand otherwise unreserved Common Stock, solely for the purpose of enabling it toissue Warrant Shares upon exercise of this Warrant as herein provided, thenumber of Warrant Shares which are initially issuable and

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deliverable upon theexercise of this entire Warrant, free from preemptive rights or any othercontingent purchase rights of persons other than the Holder.  The Company further covenants that it will atall times reserve and keep available out of the aggregate of its authorized butunissued and otherwise unreserved Common Stock, solely for the purpose ofenabling it to issue Warrant Shares upon exercise of this Warrant as hereinprovided, the number of Warrant Shares which are then issuable and deliverableupon the exercise of this entire Warrant, free from preemptive rights or anyother contingent purchase rights of persons other than the Holder (taking intoaccount the adjustments and restrictions of Section 8).  The Company covenants that all Warrant Sharesso issuable and deliverable shall, upon issuance and the payment of the applicableExercise Price in accordance with the terms hereof, be duly and validlyauthorized, issued and fully paid and nonassessable.  The Company will take all such action as maybe reasonably necessary to assure that such shares of Common Stock may be issuedas provided herein without violation of any applicable law or regulation, or ofany requirements of any securities exchange or automated quotation system uponwhich the Common Shares may be listed.

8.             Certain Adjustments.  The Exercise Price and number of WarrantShares issuable upon exercise of this Warrant are subject to adjustment fromtime to time as set forth in this Section 8.

(a)           Stock Dividends and Splits.  If the Company, at any time while thisWarrant is outstanding, (i) pays a stock dividend on its Common Stock orotherwise makes a distribution on any class of capital stock that is payable inshares of Common Stock, (ii) subdivides its outstanding shares of Common Stockinto a larger number of shares, or (iii) combines its outstanding shares ofCommon Stock into a smaller number of shares, then in each such case theExercise Price shall be multiplied by a fraction, the numerator of which shallbe the number of shares of Common Stock outstanding immediately before suchevent and the denominator of which shall be the number of shares of CommonStock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shallbecome effective immediately after the record date for the determination ofstockholders entitled to receive such dividend or distribution, and anyadjustment pursuant to clause (ii) or (iii) of this paragraph shall becomeeffective immediately after the effective date of such subdivision orcombination.

(b)           Pro Rata Distributions.  If the Company, at any time while thisWarrant is outstanding, distributes to all holders of Common Stock (i)evidences of its indebtedness, (ii) any security (other than a distribution ofCommon Stock covered by the preceding paragraph), (iii) rights or warrants tosubscribe for or purchase any security, or (iv) any other asset (in each case, “*Distributed Property*”), then, upon anyexercise of this Warrant that occurs after the record date fixed fordetermination of stockholders entitled to receive such distribution, the Holdershall be entitled to receive, in addition to the Warrant Shares otherwiseissuable upon such exercise (if applicable), the Distributed Property that suchHolder would have been entitled to receive in respect of such number of WarrantShares had the Holder been the record holder of such Warrant Shares immediatelyprior to such record date.

### (c)           FundamentalTransactions. If, at any time while this Warrant is outstanding  (i) the Company effects any merger orconsolidation of the Company with or into another Person, in which the Companyis not the survivor, (ii) the Company effects any sale of all or substantiallyall of its assets or a majority of its Common Stock is acquired by a thirdparty, in each case,  in one or a seriesof related transactions, (iii) any tender offer or exchange offer (whether bythe Company or another Person) is completed pursuant to which all orsubstantially all of the holders of Common Stock are permitted to tender orexchange their shares for other securities, cash or property, or (iv) theCompany effects any reclassification of the Common Stock or any compulsoryshare exchange pursuant to which the Common Stock is effectively converted intoor

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### exchangedfor other securities, cash or property (other than as a result of a subdivisionor combination of shares of Common Stock covered by Section 8(a) above)(in any such case, a “*FundamentalTransaction*”), then the Holder shall have the right thereafter toreceive, upon exercise of this Warrant, the same amount and kind of securities,cash or property as it would have been entitled to receive upon the occurrenceof such Fundamental Transaction if it had been, immediately prior to suchFundamental Transaction, the holder of the number of Warrant Shares thenissuable upon exercise in full of this Warrant without regard to anylimitations on exercise contained herein (the “*AlternateConsideration*”).  Theprovisions of this paragraph (c) shall similarly apply to subsequenttransactions analogous to a Fundamental Transaction.

(d)           Number of Warrant Shares.Simultaneously with any adjustment to the Exercise Price pursuant to this Section8, the number of Warrant Shares that may be purchased upon exercise of thisWarrant shall be increased or decreased proportionately, so that after suchadjustment the aggregate Exercise Price payable hereunder for the increased ordecreased number of Warrant Shares shall be the same as the aggregate ExercisePrice in effect immediately prior to such adjustment.

(e)           Calculations. All calculationsunder this Section 8 shall be made to the nearest cent or the nearest1/100th ofa share, as applicable. The number of shares of Common Stock outstanding at anygiven time shall not include shares owned or held by or for the account of theCompany, and the sale or issuance of any such shares shall be considered anissue or sale of Common Stock.

(f)            Notice of Adjustments. Uponthe occurrence of each adjustment pursuant to this Section 8, theCompany at its expense will, at the written request of the Holder, promptlycompute such adjustment, in good faith, in accordance with the terms of thisWarrant and prepare a certificate setting forth such adjustment, including astatement of the adjusted Exercise Price and adjusted number or type of WarrantShares or other securities issuable upon exercise of this Warrant (asapplicable), describing the transactions giving rise to such adjustments andshowing in detail the facts upon which such adjustment is based.  Upon written request, the Company willpromptly deliver a copy of each such certificate to the Holder and to theCompany’s transfer agent.

9.             No Fractional Shares. Nofractional Warrant Shares will be issued in connection with any exercise ofthis Warrant.  In lieu of any fractionalshares which would otherwise be issuable, the number of Warrant Shares to beissued shall be rounded up to the nearest whole number.

10.           Notices. Any and all notices orother communications or deliveries hereunder (including, without limitation,any Exercise Notice) shall be in writing and shall be deemed given andeffective on the earliest of (i) the date of transmission, if such notice orcommunication is delivered via facsimile prior to 5:00 p.m. (New York Citytime) on a Trading Day, (ii) the next Trading Day after the date of transmission,if such notice or communication is delivered via facsimile on a day that is nota Trading Day or later than 5:00 p.m. (New York City time) on any Trading Day,(iii) the Trading Day following the date of mailing, if sent by nationallyrecognized overnight courier service specifying next Trading Day delivery, or(iv) upon actual receipt by the party to whom such notice is required to begiven, if by hand delivery.  The addressand facsimile number of a party for such notices or communications shall be asset forth below unless changed by such party by two (2) Trading Days’ priornotice to the other party in accordance with this Section 10:

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| If to the Company:          |   | International Fight League, Inc.                 |
|-----------------------------|--------|--------------------------------------------------|
|                        |   | 424 West 33rd Street, Suite 650                  |
|                        |   | New York, New York 10001                         |
|                        |   | Telephone No.: (212) 356-4028                    |
|                        |   | Facsimile No.: (212) 564-6546                    |
|                        |   |                                             |
|                        |   | Attention: President, Legal and Business Affairs |
|                        |   |                                             |
| If to the  original Holder: |   | Lifeline Industries, Inc.                        |
|                        |   | 1640 Anderson Avenue, Suite C                    |
|                        |   | Fort Lee, NJ 07024                               |
|                        |   | Telephone No.:                                   |
|                        |   | Facsimile No.:                                   |
|                        |   | Attention: Robb Knie                             |

 

11.           Warrant Agent. The Companyshall serve as warrant agent under this Warrant.  Upon thirty (30) days’ notice to the Holder,the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may bemerged or any corporation resulting from any consolidation to which the Companyor any new warrant agent shall be a party or any corporation to which theCompany or any new warrant agent transfers substantially all of its corporatetrust or shareholders services business shall be a successor warrant agentunder this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of itssuccession as warrant agent to be mailed (by first class mail, postage prepaid)to the Holder at the Holder’s last address as shown on the Warrant Register.

12.           Miscellaneous.

## (a)           The Holder, solelyin such Person’s capacity as a holder of this Warrant, shall not be entitled tovote or receive dividends or be deemed the holder of share capital of theCompany for any purpose, nor shall anything contained in this Warrant beconstrued to confer upon the Holder, solely in such Person’s capacity as theHolder of this Warrant, any of the rights of a stockholder of the Company orany right to vote, give or withhold consent to any corporate action (whetherany reorganization, issue of stock, reclassification of stock, consolidation,merger, amalgamation, conveyance or otherwise), receive notice of meetings,receive dividends or subscription rights, or otherwise, prior to the issuanceto the Holder of the Warrant Shares which such Person is then entitled toreceive upon the due exercise of this Warrant. In addition, nothing containedin this Warrant shall be construed as imposing any liabilities on the Holder topurchase any securities (upon exercise of this Warrant or otherwise) or as astockholder of the Company, whether such liabilities are asserted by theCompany or by creditors of the Company.

## (b)           Subject to compliance withapplicable securities laws, this Warrant shall not be assigned transferred bythe Holder without the Company’s prior written consent, except to an Affiliateof the Holder, provided, that, subject to compliance with applicable securitieslaws, nothing in this Warrant shall prohibit the Holder from transferring anyWarrant Shares issued upon exercise of this Warrant.  This Warrant shall not be assigned by theCompany except to a successor in the event of a Fundamental Transaction.  ThisWarrant shall be binding on and inure to the benefit of the parties hereto andtheir respective permitted successors and assigns.  Subject to the preceding sentence, nothing inthis Warrant shall be construed to give to any Person other than the Companyand the Holder any legal or equitable right, remedy or cause of action underthis Warrant.  This Warrant shall beamended only in writing signed by the Company and the Holder, or theirpermitted successors and assigns.

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## (c)           GOVERNING LAW;VENUE; WAIVER OF JURY TRIAL.  Allquestions concerning the construction, validity, enforcement and interpretationof this warrant shall be governed by and construed and enforced exclusively inaccordance with the laws of the state of New York without regard to theprinciples of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction ofthe state and federal courts sitting in the city of New York, Borough of Manhattan,for the adjudication of any dispute hereunder or in connection herewith or withany transaction contemplated hereby or discussed herein (including with respectto the enforcement of any of the transaction documents), and hereby irrevocablywaives, and agrees not to assert in any suit, action or proceeding, any claimthat it is not personally subject to the jurisdiction of any such court, thatsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process andconsents to process being served in any such suit, action or proceeding bymailing a copy thereof via registered or certified mail or overnight delivery(with evidence of delivery) to such party at the address in effect for noticesto it under this agreement and agrees that such service shall constitute goodand sufficient service of process and notice thereof.  Nothing contained herein shall be deemed tolimit in any way any right to serve process in any manner permitted by law.  THE HOLDER AND THE COMPANY EACH HEREBY WAIVESALL RIGHTS TO A TRIAL BY JURY.

(d)           The headings herein are forconvenience only, do not constitute a part of this Warrant and shall not bedeemed to limit or affect any of the provisions hereof.

(e)           In case any one or more of theprovisions of this Warrant shall be invalid or unenforceable in any respect,the validity and enforceability of the remaining terms and provisions of thisWarrant shall not in any way be affected or impaired thereby, and the partieswill attempt in good faith to agree upon a valid and enforceable provisionwhich shall be a commercially reasonable substitute therefor, and upon soagreeing, shall incorporate such substitute provision in this Warrant.

(f)            Prior to exercise of this Warrant,the Holder hereof shall not, by reason of by being a Holder, be entitled to anyrights of a stockholder with respect to the Warrant Shares.

14.           Definitions.

“*Affiliate*” of any specified Person meansany other person or entity directly or indirectly controlling, controlled by orunder direct or indirect common control with such specified Person.  For purposes of this definition, “*control*” means the power to direct themanagement and policies of such Person or firm, directly or indirectly, whetherthrough the ownership of voting securities, by contract or otherwise.

“*Eligible Market*” shall mean any of the NewYork Stock Exchange, the American Stock Exchange, Nasdaq Stock Market or theOver-the-Counter Bulletin Board (the “*OTCBB*”).

“*Person*” means any court or other federal,state, local or other governmental authority or other individual orcorporation, partnership, trust, incorporated or unincorporated association,joint venture, limited liability company, joint stock company, government (oran agency or subdivision thereof) or other entity of any kind.

“*Trading Day*” shall mean any day on whichthe Common Stock is listed or quoted on any Eligible Market.

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IN WITNESS WHEREOF, eachof the undersigned has caused this Warrant to be duly executed by itsauthorized officer as of the date first indicated above.

 
|        |                             |                                  |
|--------|----------------------------------|---------------------------------------|
|   | INTERNATIONAL FIGHT LEAGUE, INC. |
|   |                             |                                  |
|   | By:                              |                                  |
|   | Name:                            | Michael  C. Keefe                     |
|   | Title:                           | President, Legal and Business Affairs |

 

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SCHEDULE 1

INTERNATIONALFIGHT LEAGUE, INC.

FORM OF ASSIGNMENT

[To be completed andsigned only upon transfer of Warrant]

FOR VALUE RECEIVED, theundersigned hereby sells, assigns and transfers unto                             (the “*Transferee*” the rightrepresented by the within Warrant to purchase                 shares of Common Stock of International Fight League, Inc., a Delawarecorporation (the “*Company*”) towhich the within Warrant relates and appoints                             attorney to transfer said right on the books of the Company with full power ofsubstitution in the premises. In connection therewith, the undersignedrepresents, warrants, covenants and agrees to and with the Company that:

(a)                                  theoffer and sale of the Warrant contemplated hereby is being made in compliancewith Section 4(1) of the United States Securities Act of 1933, as amended (the “*Securities Act*”) or another validexemption from the registration requirements of Section 5 of the Securities Actand in compliance with all applicable securities laws of the states of theUnited States;

(b)                                 theundersigned has not offered to sell the Warrant by any form of generalsolicitation or general advertising, including, but not limited to, anyadvertisement, article, notice or other communication published in anynewspaper, magazine or similar media or broadcast over television or radio, andany seminar or meeting whose attendees have been invited by any generalsolicitation or general advertising;

(c)                                  theundersigned has read, executed and deliver to the Company Appendix A tothis Schedule 1 included herewith, and to its actual knowledge, the statementsmade therein are true and correct; and

(d)                                 theundersigned understands that the Company may condition the transfer of theWarrant contemplated hereby upon the delivery to the Company by the undersignedor the Transferee, as the case may be, of a written opinion of counsel (whichopinion shall be in form, substance and scope customary for opinions of counselin comparable transactions) to the effect that such transfer may be madewithout registration under the Securities Act and under applicable securitieslaws of the states of the United States.

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|                                                                                                                 |   |                                                                                                |
|-----------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------|
| Dated:              ,      |   |                                                                                                |
|                                                                                                            |   | (Signature must conform in all respects to name of  holder as specified on the face of the Warrant) |
|                                                                                                            |   |                                                                                                |
|                                                                                                            |   |                                                                                                |
|                                                                                                            |   | Address of Transferee                                                                               |
|                                                                                                            |   |                                                                                                |
|                                                                                                            |   |                                                                                                |
|                                                                                                            |   |                                                                                                |
|                                                                                                            |   |                                                                                                |

 
|                      |   |   |   |   |
|----------------------|--------|--------|--------|--------|
| In the presence  of: |   |   |   |   |
|                 |   |   |   |   |
|                 |   |   |   |   |

 

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AppendixA

to

Schedule1

WarrantHolder Certification

Inconnection with the issuance, transfer and/or exercise of the Warrant to whichthis Schedule 1 is attached, as the case may be, the undersigned herebycertifies, knowing and intending that the International Fight League, Inc., aDelaware corporation (the “*Company*”)is relying hereon in issuing, transferring and/or exercising such Warrant, asthe case may be, that the following representations and warranties are true,accurate and complete as of the date of such issuance, transfer and/orexercise:

1.             Investment Intent.  The undersigned understands that this Warrantand the Warrant Shares are “restricted securities” and have not been registeredunder the Securities Act or any applicable state securities law and isacquiring this Warrant and the Warrant Shares, as the case may be, as principalfor its own account and not with a view to, or for distributing or resellingthis Warrant and such Warrant Shares, as the case may be, or any part thereofin violation of the Securities Act or any applicable state securities laws,without prejudice, however, to the undersigned’s right, subject to theprovisions of the Warrant, at all times to sell or otherwise dispose of all orany part of such Warrant Shares pursuant to an effective registration statementunder the Securities Act or under an exemption from such registration and incompliance with applicable federal and state securities laws.  The undersigned is acquiring this Warrant andthe Warrant Shares hereunder, as the case may be, in the ordinary course of itsbusiness. The undersigned does not presently have any agreement, plan orunderstanding, directly or indirectly, with any Person to distribute or effectany distribution of this Warrant or any of the Warrant Shares (or anysecurities which are derivatives thereof) to or through any person or entity; *provided*, *however*,that by making the representations herein, the undersigned does not agree tohold this Warrant or any of the Warrant Shares, as the case may be, for anyminimum period of time.

2.             Purchaser Status. Theundersigned is an “accredited investor” as defined in Rule 501(a) under theSecurities Act.

3.             General Solicitation.  The undersigned is not acquiring this Warrantor the Warrant Shares, as the case may be, as a result of any advertisement,article, notice or other communication regarding this Warrant or the WarrantShares, published in any newspaper, magazine or similar media or broadcast overtelevision or radio or presented at any seminar or any other generaladvertisement.

4.             Experience of Purchaser.  The undersigned, either alone or togetherwith its representatives, has such knowledge, sophistication and experience inbusiness and financial matters so as to be capable of evaluating the merits andrisks of the prospective investment in this Warrant and the Warrant Shares, andhas so evaluated the merits and risks of such investment.  The undersigned is able to bear the economicrisk of an investment in this Warrant and the Warrant Shares and, at thepresent time, is able to afford a complete loss of such investment.

5.             Access to Information.  The undersigned acknowledges that it has beenafforded (i) the opportunity to ask such questions as it has deemed necessaryof, and to receive answers from, representatives of the Company concerning theterms and conditions of the offering of this Warrant and the Warrant Shares andthe merits and risks of investing in this Warrant

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and the Warrant Shares;(ii) access to information (other than material non-public information) aboutthe Company and the subsidiaries and their respective financial condition,results of operations, business, properties, management and prospectssufficient to enable it to evaluate its investment; and (iii) the opportunityto obtain such additional information that the Company possesses or can acquirewithout unreasonable effort or expense that is necessary to make an informedinvestment decision with respect to the investment.

6.             Independent Investment Decision.  The undersigned has independently evaluatedthe merits of its decision to acquire this Warrant and the Warrant Shares.  The undersigned understands that nothing inthis Warrant or any other materials presented by or on behalf of the Company tothe undersigned in connection with its acquisition of this Warrant and theWarrant Shares or this Warrant constitutes legal, tax or investmentadvice.  The undersigned has consultedsuch legal, tax and investment advisors as it, in its sole discretion, hasdeemed necessary or appropriate in connection with its acquisition of thisWarrant and the Warrant Shares.

7.             Reliance on Exemptions.  The undersigned understands that the Warrantand the Warrant Shares are being offered and issued to it in reliance onspecific exemptions from the registration requirements of United States federaland state securities laws and that the Company is relying in part upon thetruth and accuracy of, and the undersigned’s compliance with, therepresentations, warranties, agreements, acknowledgements and understandings ofthe undersigned set forth herein in order to determine the availability of suchexemptions and the eligibility of the undersigned to acquire the Warrant andthe Warrant Shares.

IN WITNESS WHEREOF, theundersigned has caused this Appendix to be duly executed by its authorizedofficer as of the date first indicated above.
|        | NAME OF ENTITY        |
|--------|-----------------------|
|   |                  |
|   |                  |
|   |                  |
|   | AUTHORIZED  SIGNATORY |
|   |                  |
|   |                  |
|   | By:                   |   |
|   |                  | Name: |
|   |                  | Title: |
|   |                  |
|   | ADDRESS FOR  NOTICE   |
|   | c/o:                  |   |
|   |                  |
|   | Street:               |   |
|   |                  |
|   | City/State/Zip:       |   |
|   |                  |
|   | Attention:            |   |
|   |                  |
|   | Tel:                  |   |
|   |                  |
|   | Fax:                  |   |
|   |                  |   |
|   | Email:                |   |
|   |                  |
|        |                       |  |  |  |

 

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SCHEDULE 2

FORM OF EXERCISE NOTICE

(To be executed by theHolder to exercise the right to purchase shares of Common Stock under theforegoing Warrant)

Ladies and Gentlemen:

(1)           The undersigned is the Holder ofWarrant No. __________ (the “Warrant”) issued by International Fight League,Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have therespective meanings set forth in the Warrant.

(2)           The undersigned hereby exercises itsright to purchase __________ Warrant Shares pursuant to the Warrant, and shallpay the sum of $_______ to the Company in accordance with the terms of theWarrant by:

| **o**      |   | $______ by wire transfer,  bank check or other method acceptable to the Company, and/or                                                                                                        |
|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |   |                                                                                                                                                                                           |
| **o**      |   | the cancellation of such portion of the attached  Warrant as is exercisable for a total of Warrant Shares (using a Fair Market  Value of $_______ per share for purposes of this calculation). |

 

(3)           Pursuant to this Exercise Notice, theCompany shall deliver to the Holder _____________ Warrant Shares in accordancewith the terms of the Warrant.
| Dated: |           ,      |   |
|--------|---------------------------------------------------------------------------------------------|--------|

 
| Name of Holder: |   |   |
|-----------------|--------|--------|

 
| By:    |   |   |
|--------|--------|--------|
| Name:  |   |   |
| Title: |   |   |

 

(Signaturemust conform in all respects to name of Holder as specified on the face of theWarrant)

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