**Exhibit4.1**

NEITHER THESE SECURITIESNOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEENREGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) ORTHE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED ORSOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT OR (II) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND INACCORDANCE WITH APPLICABLE 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-1 | Original Issue Date:  March 1, 2007 |
|-----------------|-------------------------------------|

 

INTERNATIONAL FIGHTLEAGUE, INC., a Delaware corporation (the “*Company*”),hereby certifies that, for value received, PIPER JAFFRAY & CO. or itspermitted registered assigns (the “*Holder*”),is entitled to purchase from the Company up to a total of 581,280 shares ofcommon stock, $0.01 par value per share (the “*CommonStock*”), of the Company (each such share, a “*Warrant Share*” and all such shares, the “*Warrant Shares*”) at an exercise price pershare equal to $1.25 (as adjusted from time to time as provided in Section 8herein, the “*Exercise Price*”), atany time 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 March 1, 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, uponrecords 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 theabsolute owner hereof for the purpose of any exercise hereof or anydistribution to the Holder, and for all other purposes, absent actual notice tothe contrary.

2.             Registration of Transfers.Subject to the restrictions on transfer set forth in Section 14(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 the Registration Statement isnot 

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effective, delivery byor on behalf of the transferring Holder (at its expense), at the request of theCompany, of an opinion of counsel reasonably satisfactory to the Company to theeffect that the transfer of such portion of this Warrant may be made pursuantto an available exemption from the registration requirements of the SecuritiesAct and all applicable state securities or blue sky laws; and (iii) accuratecompletion, execution and delivery to the Company by the transferee of AppendixA to Schedule 1, annexed hereto and made a part hereof. Upon anysuch registration or transfer (including, to the extent applicable, receipt ofthe items set forth in clauses (i), (ii) and (iii) immediately preceding), a newwarrant to purchase Common Stock in substantially the form of this Warrant (anysuch new warrant, a “*New Warrant*”)evidencing the portion of this Warrant so transferred shall be issued to thetransferee, and a New Warrant evidencing the remaining portion of this Warrantnot so transferred, if any, shall be issued to 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 shallbe exercisable 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 5:00 P.M., New York City time, on the ExpirationDate, the portion of this Warrant not exercised prior thereto shall be andbecome void and of no value and this Warrant shall be terminated and no longeroutstanding;

(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 Exercise Pricefor the number of Warrant Shares as to which this Warrant is being exercised(which may take the form of a “cashless exercise” if so indicated in theExercise Notice and if a “cashless exercise” may occur at such time pursuant toSection 9 below), and the date such items are delivered to the Company(as determined in accordance with the notice provisions hereof) is an “*Exercise Date*.” The delivery by (or onbehalf of) the Holder of the Exercise Notice and the applicable Exercise Priceas provided above shall constitute the Holder’s certification to the Companythat its representations contained in Appendix A to Schedule 1hereto are true and correct as of the Exercise Date as if remade in theirentirety (or, in the case of any transferee Holder, such transferee Holder’scertification to the Company that such representations are true and correct asto such transferree Holder as of the Exercise Date).  Execution and delivery of the Exercise Noticeshall have the same effect as cancellation of the original Warrant and issuanceof a New Warrant evidencing the right to purchase the remaining number ofWarrant Shares.

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 the Registration Statement is not effective andthe Holder directs the Company to deliver a certificate for the Warrant Sharesin a name other than that of the Holder or an Affiliate of the Holder, it shalldeliver to the Company on the Exercise Date an opinion of counsel reasonablysatisfactory to the Company to the effect that the issuance of such Warrant Sharesin such other name may be made pursuant to an available exemption from theregistration requirements of the Securities Act and all applicable statesecurities or blue sky laws), a certificate for the Warrant Shares issuableupon such exercise, free of restrictive legends, unless a registrationstatement covering the resale of the Warrant Shares and naming the Holder as aselling stockholder thereunder is not then effective or the Warrant Shares arenot freely transferable without volume restrictions pursuant to Rule 144(k)under the 

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Securities Act. TheHolder, or any Person permissibly so designated by the Holder to receiveWarrant Shares, shall be deemed to have become the holder of record of suchWarrant 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. The Holder shall be responsible for all othertax liability that may arise as a result of holding or transferring thisWarrant or receiving Warrant Shares upon exercise 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 (in such case)and, in each case, a customary and reasonable indemnity (which may include asurety bond), if requested. Applicants for a New Warrant under suchcircumstances shall also comply with such other reasonable regulations andprocedures and pay such other reasonable third-party costs as the Company mayprescribe. If a New Warrant is requested as a result of a mutilation of thisWarrant, then the Holder shall deliver such mutilated Warrant to the Company asa condition precedent to the Company’s obligation to issue the New Warrant.

7.             Reservation of Warrant Shares.The Company covenants that it will initially reserve and keep available out ofthe aggregate of its authorized but unissued and otherwise unreserved CommonStock, solely for the purpose of enabling it to issue Warrant Shares uponexercise of this Warrant as herein provided, the number of Warrant Shares whichare initially issuable and deliverable upon the exercise of this entireWarrant, free from preemptive rights or any other contingent purchase rights ofpersons other than the Holder.  The Companyfurther covenants that it will at all times reserve and keep available out ofthe aggregate of its authorized but unissued and otherwise unreserved CommonStock, solely for the purpose of enabling it to issue Warrant Shares uponexercise of this Warrant as herein provided, the number of Warrant Shares whichare then issuable and deliverable upon the exercise of this entire Warrant,free from preemptive rights or any other contingent purchase rights of personsother than the Holder (taking into account the adjustments and restrictions of Section8). The Company covenants that all Warrant Shares so issuable anddeliverable shall, upon issuance and the payment of the applicable ExercisePrice in accordance with the terms hereof, be duly and validly authorized,issued and fully paid and nonassessable. The Company will take all such actionas may be reasonably necessary to assure that such shares of Common Stock maybe issued as provided herein without violation of any applicable law orregulation, or of any requirements of any securities exchange or automatedquotation system upon which the Common Shares may be listed.

8.             Certain Adjustments. TheExercise Price and number of Warrant Shares issuable upon exercise of thisWarrant are subject to adjustment from time to time as set forth in this Section8.

(a)           Stock Dividends and Splits. Ifthe Company, at any time while this Warrant is outstanding, (i) pays a stockdividend on its Common Stock or otherwise makes a distribution on any class ofcapital stock that is payable in shares of Common Stock, (ii) subdivides itsoutstanding shares of Common Stock into a larger number of shares, or (iii)combines its 

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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 toclause (i) of this paragraph shall become effective immediately after therecord date for the determination of stockholders entitled to receive suchdividend or distribution, and any adjustment pursuant to clause (ii) or (iii)of this paragraph shall become effective immediately after the effective dateof such subdivision or combination.

(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 or substantiallyall of the holders of Common Stock are permitted to tender or exchange theirshares for other securities, cash or property, or (iv) the Company effects anyreclassification of the Common Stock or any compulsory share exchange pursuantto which the Common Stock is effectively converted into or exchanged for othersecurities, cash or property (other than as a result of a subdivision orcombination of shares of Common Stock covered by Section 8(a) above) (inany such case, a “*Fundamental Transaction*”),then the Holder shall have the right thereafter to receive, upon exercise ofthis Warrant, the same amount and kind of securities, cash or property as itwould have been entitled to receive upon the occurrence of such FundamentalTransaction if it had been, immediately prior to such Fundamental Transaction,the holder of the number of Warrant Shares then issuable upon exercise in fullof this Warrant without regard to any limitations on exercise contained herein(the “*Alternate Consideration*”).  The provisions of this paragraph (c) shallsimilarly apply to subsequent transactions analogous to a FundamentalTransaction.

(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.

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(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 writtenrequest, the Company will promptly deliver a copy of each such certificate tothe Holder and to the Company’s transfer agent.

9.             Payment of Exercise Price.

(a)           The Holder shall pay the ExercisePrice in immediately available funds; or

(b)           Exercise this Warrant in whole or inpart and, in lieu of making the cash payment otherwise contemplated to be madeto the Company upon such exercise in payment of the aggregate Exercise Price,and elect instead to receive upon such exercise the “*Net Number*” ofshares of Common Stock determined according to the following formula (a “*Cashless Exercise”*):
|        | Net Number = | (A x B) - (A x C) |   |
|--------|--------------|-------------------|--------|
|   |         | B                 |   |   |
|        |              |                   |        |  |  |

 

For purposes of the foregoing formula:

A=                             thetotal number of shares with respect to which this Warrant is then beingexercised.

B=                               theaverage of the Closing Sale Prices of the shares of Common Stock (as reportedby Bloomberg Financial Markets) for the five Trading Days ending on the dateimmediately preceding the date of the written notice of exercise.

C=                               theExercise Price then in effect for the applicable Warrant Shares at the time ofsuch exercise.

For purposes ofthis Warrant, “*Closing Sale Price*” means, forany security as of any date, the last trade price for such security on theprincipal securities exchange or trading market for such security, as reportedby Bloomberg Financial Markets, or, if such exchange or trading market beginsto operate on an extended hours basis and does not designate the last tradeprice, then the last trade price of such security prior to 4:00 p.m., New YorkTime, as reported by Bloomberg Financial Markets, or if the foregoing do notapply, the last trade price of such security in the over-the-counter market onthe electronic bulletin board for such security as reported by BloombergFinancial Markets, or, if no last trade price is reported for such security byBloomberg Financial Markets, the average of the bid prices, or the ask prices,respectively, of any market makers for such security as reported in the “pinksheets” by Pink Sheets LLC.  If theClosing Sale Price cannot be calculated for a security on a particular date onany of the foregoing bases, the Closing Sale Price of such security on suchdate shall be the fair market value as mutually determined by the Company andthe Holder.  If the Company and theHolder are unable to agree upon the fair market value of such security, thenthe Company shall, within two (2) Trading Days submit via facsimile (a) thedisputed determination of the fair market value to an independent, reputableinvestment bank selected by the Company and approved by the Holder or (b) the 

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disputedarithmetic calculation of the Warrant Shares to the Company’s independent,outside accountant.  The Company shallcause at its expense the investment bank or the accountant, as the case may be,to perform the determinations or calculations and notify the Company and theHolder of the results no later than ten (10) Trading Days from the time itreceives the disputed determinations or calculations.  Such investment bank’s or accountant’sdetermination or calculation, as the case may be, shall be binding upon allparties absent demonstrable error.  Allsuch determinations to be appropriately adjusted for any stock dividend, stocksplit, stock combination or other similar transaction during the applicablecalculation period.

10.           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, subject to Section 9, thenumber of shares of Warrant Shares to be issued shall be rounded up to thenearest whole number.

11.           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 at the facsimile number specified inthe Purchase Agreement prior to 5:00 p.m. (New York City time) on a TradingDay, (ii) the next Trading Day after the date of transmission, if such noticeor communication is delivered via facsimile at the facsimile number specifiedin the Purchase Agreement on a day that is not a Trading Day or later than 5:00p.m. (New York City time) on any Trading Day, (iii) the Trading Day followingthe date of mailing, if sent by nationally recognized overnight courier servicespecifying next Trading Day delivery, or (iv) upon actual receipt by the partyto whom such notice is required to be given, 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 11:

 

 

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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) 356-4000               |
|                        | Facsimile No.: (212) 564-6546               |
|                        | Attention: Chief Executive Officer          |
| With a copy to:             | Lowenstein Sandler PC                       |
|                        | 1251 Avenue of the Americas                 |
|                        | New York, New York 10020                    |
|                        | Telephone No.: (212) 262-6700               |
|                        | Facsimile No.: (973) 597.2507               |
|                        | Attention: Steven E. Siesser, Esq.          |
| If to the  original Holder: | Piper Jaffray & Co.                     |
|                        | 800 Nicollet Mall - Suite 800               |
|                        | Minneapolis, MN 55402-7020                  |
|                        | Telephone No.: 612-303-6000                 |
|                        | Facsimile No.: 612-___________              |
|                        | Attention: Mr. Rod Dolan                    |
| With a copy to:             | Nelson Mullins Riley  & Scarborough LLP |
|                        | 101 Constitution Avenue, N.W. - Suite 900   |
|                        | Washington, D.C. 20001                      |
|                        | Telephone No.: 202-712-2806                 |
|                        | Facsimile No.: 202-712-2860                 |
|                        | Attn: Jon Talcott, Esq.                     |

 

12.           Warrant Agent. The Companyshall serve as warrant agent under this Warrant. Upon thirty (30) days’ noticeto the Holder, the Company may appoint a new warrant agent. Any corporationinto which the Company or any new warrant agent may be merged or anycorporation resulting from any consolidation to which the Company or any newwarrant agent shall be a party or any corporation to which the Company or anynew warrant agent transfers substantially all of its corporate trust orshareholders services business shall be a successor warrant agent under thisWarrant without any further act. Any such successor warrant agent shallpromptly cause notice of its succession as warrant agent to be mailed (by firstclass mail, postage prepaid) to the Holder at the Holder’s last address asshown on the Warrant Register.

13.           Limitations on Exercise. (a)Notwithstanding anything to the contrary contained herein, the number ofWarrant Shares that may be acquired by the Holder upon any exercise of thisWarrant (or otherwise in respect hereof) shall be limited to the extentnecessary to ensure that, following such exercise (or other issuance), thetotal number of shares of Common Stock then beneficially owned by the Holderand its Affiliates and any other Persons whose beneficial ownership of CommonStock would be aggregated with the Holder’s for purposes of Section 13(d) ofthe Exchange Act, does not exceed 4.999% of the total number of issued andoutstanding shares of Common Stock (including for such purpose the shares ofCommon Stock issuable upon such exercise). For such purposes, beneficialownership shall be determined in accordance with Section 13(d) of the ExchangeAct and the rules and regulations promulgated thereunder. Each delivery of anExercise Notice by the Holder will constitute a representation by the Holderthat it has evaluated the limitation set forth in this Section and determinedthat issuance of the full number of Warrant Shares requested in such ExerciseNotice is permitted under this Section.  The

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Company’s obligation toissue shares of Common Stock in excess of the limitation referred to in thisSection shall be suspended (and, except as provided below, shall not terminateor expire notwithstanding any contrary provisions hereof) until such time, ifany, as such shares of Common Stock may be issued in compliance with suchlimitation; provided, that, if, as of 5:00 p.m., New York City time, on theExpiration Date, the Company has not received written notice that the shares ofCommon Stock may be issued in compliance with such limitation, the Company’sobligation to issue such shares shall terminate.  This provision shall not restrict the numberof shares of Common Stock which a Holder may receive or beneficially own inorder to determine the amount of securities or other consideration that suchHolder may receive in the event of a Fundamental Transaction as contemplated inSection 8 of this Warrant.  Bywritten notice to the Company, the Holder may waive the provisions of thisSection but any such waiver will not be effective until the 61st day after such noticeis delivered to the Company, nor will any such waiver effect any other Holder.

                (b)           Notwithstanding anything to the contrary contained herein,the number of Warrant Shares that may be acquired by the Holder upon anyexercise of this Warrant (or otherwise in respect hereof) shall be limited tothe extent necessary to ensure that, following such exercise (or otherissuance), the total number of shares of Common Stock then beneficially ownedby such Holder and its Affiliates and any other Persons whose beneficialownership of Common Stock would be aggregated with the Holder’s for purposes ofSection 13(d) of the Exchange Act, does not exceed 9.999% of the total numberof issued and outstanding shares of Common Stock (including for such purposethe shares of Common Stock issuable upon such exercise). For such purposes,beneficial ownership shall be determined in accordance with Section 13(d) ofthe Exchange Act and the rules and regulations promulgated thereunder. Eachdelivery of an Exercise Notice hereunder will constitute a representation bythe Holder that it has evaluated the limitation set forth in this Section anddetermined that issuance of the full number of Warrant Shares requested in suchExercise Notice is permitted under this Section.  The Company’s obligation to issue shares ofCommon Stock in excess of the limitation referred to in this Section shall besuspended (and, except as provided below, shall not terminate or expirenotwithstanding any contrary provisions hereof) until such time, if any, assuch shares of Common Stock may be issued in compliance with such limitation;provided, that, if, as of 5:00 p.m., New York City time, on the ExpirationDate, the Company has not received written notice that the shares of CommonStock may be issued in compliance with such limitation, the Company’sobligation to issue such shares shall terminate.  This provision shall not restrict the numberof shares of Common Stock which a Holder may receive or beneficially own inorder to determine the amount of securities or other consideration that suchHolder may receive in the event of a Fundamental Transaction as contemplated inSection 8 of this Warrant.  Bywritten notice to the Company, the Holder may waive the provisions of thisSection but any such waiver will not be effective until the 61st day after such noticeis delivered to the Company, nor will any such waiver effect any other Holder.

14.           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 

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##  

such Person is thenentitled to receive upon the due exercise of this Warrant. In addition, nothingcontained in this Warrant shall be construed as imposing any liabilities on theHolder to purchase any securities (upon exercise of this Warrant or otherwise)or as a stockholder of the Company, whether such liabilities are asserted bythe Company or by creditors of the Company.

## (b)           Subjectto compliance with applicable securities laws, this Warrant shall not beassigned by the Holder, unless the Holder shall, together with such assignment,provide written notice thereof to the Company, in the form of Schedule 1annexed hereto and made a part hereof. This Warrant shall not be assigned bythe Company 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 precedingsentence, nothing in this Warrant shall be construed to give to any Personother than the Company and the Holder any legal or equitable right, remedy orcause of action under this Warrant. This Warrant shall be amended only inwriting signed by the Company and the Holder, or their permitted successors andassigns.

## (c)           GOVERNINGLAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION,VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BYAND CONSTRUED AND ENFORCED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF THE STATEOF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACHPARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE ANDFEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THEADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANYTRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TOTHE 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 IRREVOCABLYWAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANYSUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED ORCERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTYAT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THATSUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICETHEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHTTO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALLRIGHTS 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.

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(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.

15.           Registration Rights. ThisWarrant has been issued in connection with the transactions contemplated by (a)those certain Securities Purchase Agreements, dated as of December 22, 2006, byand among the Company and the purchasers named therein (collectively, the “*Purchase Agreement*”), and (b) that certainRegistration Rights Agreement (as defined in the Purchase Agreement).  The original Holder of this Warrant is thePlacement Agent named in the Purchase Agreement.  On orprior to the Filing Deadline, the Company shall prepare and file with theCommission a Registration Statement covering the resale of all Warrant Sharesnot already covered by an existing and effective Registration Statement (asdefined in the Purchase Agreement), *provided*,*that*, the Placement Agentaccurately completes, executes and delivers to the Company, prior to the filingdate, the “Selling Securityholder Notice and Questionnaire” attached to theRegistration Rights Agreement as Annex B thereto.  As a further express condition precedent toincluding the Warrant Shares in the Registration Statement, by its execution ofthis Warrant, the Placement Agent hereby agrees that it is bound by theindemnification, contribution and other covenants set forth in Section 5 of theRegistration Rights Agreement, including without limitation Sections 5(b), (c)and (d) thereof, as though it were a “Holder” (as defined therein).

16.           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.

“*Bloomberg*” means Bloomberg Financial Markets.

“*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*”).

“*Filing Deadline*” means,with respect to the Registration Statement covering the Warrant Shares,required to be filed pursuant to Section 15 herein, the 60th calendar day following the date in which theForm S-1 Registration Statement filed pursuant to the Registration RightsAgreement is declared effective by the Commission.

“*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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INWITNESS WHEREOF, each of the undersigned has caused this Warrant to be dulyexecuted by its authorized officer as of the date first indicated above.
|        | INTERNATIONAL FIGHT LEAGUE, INC. |
|--------|----------------------------------|
|   |                             |   |
|   |                             |   |
|   | By:                              |   |
|   | Name:                            | Salvatore A. Bucci |
|   | Title:                           | Executive Vice President and |
|   |                             | Chief Financial Officer |
|   |                             |   |
|   |                             |   |
|   | PIPER JAFFRAY & CO.          |
|   |                             |   |
|   |                             |   |
|   | By:                              |   |
|   | Name:                            | Rod Dolan |
|   | Title:                           | Chief  Administrative Officer |
|   |                             |   |

 

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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 to thisSchedule 1 included herewith, and to its actual knowledge, the statements madetherein 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.   Theundersigned is not acquiring this Warrant or the Warrant Shares, as the casemay be, as a result of any advertisement, article, notice or othercommunication regarding this Warrant or the Warrant Shares, published in anynewspaper, magazine or similar media or broadcast over television or radio orpresented at any seminar or any other general advertisement.

4.             Experience of Such Purchaser.   Theundersigned, either alone or together with its representatives, has suchknowledge, sophistication and experience in business and financial matters soas to be capable of evaluating the merits and risks of the prospectiveinvestment in this Warrant and the Warrant Shares, and has so evaluated themerits and risks of such investment.  Theundersigned is able to bear the economic risk of an investment in this Warrantand the Warrant Shares and, at the present time, is able to afford a completeloss of such investment.

5.             Access to Information.   Theundersigned acknowledges that it has been afforded (i) the opportunity to asksuch questions as it has deemed necessary of, and to receive answers from,representatives of the Company concerning the terms and conditions of theoffering of this Warrant and the Warrant Shares and the merits and risks ofinvesting in this Warrant and the 

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Warrant Shares; (ii)access to information (other than material non-public information) about theCompany and the subsidiaries and their respective financial condition, resultsof operations, business, properties, management and prospects sufficient toenable it to evaluate its investment; and (iii) the opportunity to obtain suchadditional information that the Company possesses or can acquire withoutunreasonable effort or expense that is necessary to make an informed investmentdecision with respect to the investment.

6.             Independent Investment Decision.   Theundersigned has independently evaluated the merits of its decision to acquirethis Warrant and the Warrant Shares.  Theundersigned understands that nothing in this Warrant or any other materialspresented by or on behalf of the Company to the undersigned in connection withits acquisition of this Warrant and the Warrant Shares or this Warrantconstitutes legal, tax or investment advice. The undersigned has consulted such legal, tax and investment advisors asit, in its sole discretion, has deemed necessary or appropriate in connectionwith its acquisition of this Warrant and the Warrant Shares.

7.             Reliance on Exemptions.   Theundersigned understands that the Warrant and the Warrant Shares are beingoffered and issued to it in reliance on specific exemptions from theregistration requirements of United States federal and state securities lawsand that the Company is relying in part upon the truth and accuracy of, and theundersigned’s compliance with, the representations, warranties, agreements,acknowledgements and understandings of the undersigned set forth herein inorder to determine the availability of such exemptions and the eligibility ofthe undersigned to acquire the Warrant and the Warrant Shares.

INWITNESS WHEREOF, the undersigned has caused this Appendix to be duly executedby its authorized officer 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.

(3)           The Holder intends that payment ofthe Exercise Price shall be made as (check one):

·              Cash Exercise

·              “Cashless Exercise” under *Section 9* in accordance with the terms of the Warrant.

(4)           If the Holder has elected a CashExercise, the Holder shall pay the sum of $_______ to the Company in accordancewith the terms of the Warrant.

(5)           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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