**Exhibit 4.2**

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, SHALL NOT BE OFFERED, PLEDGED,HYPOTHECATED, SOLD OR OTHERWISE TRANSFERRED UNLESS (I) PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (II) THE COMPANY RECEIVESAN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCHOFFER OR SALE MAY BE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTAND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

**INTERNATIONAL FIGHT LEAGUE, INC.**

**WARRANT TO PURCHASE COMMON STOCK**

 
|                |   |                                                                                                                             |
|----------------|--------|----------------------------------------------------------------------------------------------------------------------------------|
| Warrant No. C- |   | Original Issue Date:                   |

 

INTERNATIONAL FIGHTLEAGUE, INC., a Delaware corporation (the “*Company*”),hereby certifies that, for value received, ________________________ (the “*Holder*”), is entitled to purchase from the Company up to atotal of ___________________________________ (____) shares of common stock,$0.01 par value per share (the “*Common Stock*”),of the Company (each such share, a “*Warrant Share*”and all such shares, the “*Warrant Shares*”)at an exercise price per share equal to $____ (as adjusted from time to time asprovided in Section 8 herein, the “*Exercise Price*”),at such times after the Original Issue Date (the “*IssuanceDate*”) and prior to 5:00 P.M., New York City time, on ______________(the “*Expiration Date*”), as provided in Section3 herein, and subject to the following 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 the record Holder fromtime to time.  The Company may deem andtreat the registered Holder of this Warrant as the absolute owner hereof forthe purpose of any exercise hereof or any distribution to the Holder, and forall other purposes, absent actual notice to the contrary.

2.             Non-Transferability of Warrant.  This Warrant may not be sold, pledged,assigned or transferred in any manner without the written consent of theCompany.

3.             Exercise and Duration of Warrants.

                (a)          Except as otherwise provided inthis Warrant, this Warrant (to the extent not previously exercised) may beexercised, in whole or in part, by the registered Holder with respect

  

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to the Warrant Shares in accordance with thefollowing schedule:  this Warrant shallvest and become exercisable as to one-sixth (1/6) of the Warrant Shares on eachof the following dates:                                       until fully vested and exercisable. Notwithstanding the foregoing, (i) any portion of this Warrant notvested and exercisable as of the date (the “*TerminationDate*”) on which the Holder no longer is providing to the Companyeither (x) independent contractor services under the written agreement betweenthe Holder and the Company in effect as of the Issuance Date (pursuant to whichagreement this Warrant To Purchase Common Stock is issued) (the “*Team Manager Agreement*”), or (y)comparable independent contractor services under an agreement entered into withthe Company to replace the Team Manager Agreement, shall become void and of novalue as of the Termination Date; and (ii) any portion of this Warrant vestedand exercisable but not exercised prior to the Expiration Date shall be andbecome void and of no value as of the Expiration Date, and on the ExpirationDate this Warrant shall terminate and no longer be outstanding  To the extent not exercised, installmentsshall be cumulative and may be exercised in whole or in part.

(b)           The Holder may exercise this Warrantby delivering to the Company (i) an exercise notice, in the form attached as Schedule1 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 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 Holder of the Exercise Notice and theapplicable Exercise Price as provided above shall constitute the Holder’scertification to the Company that the Holder’s representations contained in AppendixA to Schedule 1 hereto are true and correct as of the Exercise Dateas if remade in their entirety. 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 subjectto and under the same terms and conditions as provided for in this instrument.

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 theHolder, or upon the written order of the Holder, to such person(s) and in suchname or names as the Holder may designate (provided that, if a registrationstatement covering the resale of the Warrant Shares and naming the Holder as aselling stockholder thereunder (the “*Registration Statement*”)is not then effective under the Securities Act and the Holder directs theCompany to deliver a certificate for the Warrant Shares in a name other thanthat of the Holder or an Affiliate of the Holder, the Holder shall deliver tothe Company on the Exercise Date an opinion of counsel reasonably satisfactoryto the Company to the effect that the issuance of such Warrant Shares in suchother name may be made pursuant to an available exemption from the registrationrequirements of the Securities Act and all applicable state securities or bluesky laws), a certificate for the Warrant Shares issuable upon such exercise,free of restrictive legends, unless (a) the Registration Statement is not theneffective, or (b) if the Registration Statement is then effective, the WarrantShares are not being delivered to a third party pursuant to a bona fidedisposition by the Holder pursuant to the Registration Statement or (c) theWarrant Shares are not freely transferable without volume restrictions pursuantto Rule 144(k) under the Securities Act, in which case the certificate for theWarrant Shares issuable upon such exercise shall contain the following legend:

THE SECURITIESREPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIESAND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANYSTATE IN 

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RELIANCE UPON ANEXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BEOFFERED, PLEDGED, HYPOTHECATED, SOLD OR OTHERWISE TRANSFERRED UNLESS (I)PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR(II) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THECOMPANY STATING THAT SUCH OFFER OR SALE MAY BE MADE PURSUANT TO AN AVAILABLEEXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATESECURITIES LAWS OR BLUE SKY LAWS.

The Holder, or anyPerson permissibly so designated by the Holder to receive Warrant Shares, shallbe deemed to have become the holder of record of such Warrant Shares as of theExercise 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 which may be payable inrespect of any transfer involved in the registration of any certificates forWarrant Shares or Warrants in a name other than that of the Holder or anAffiliate of the Holder. The Holder shall be responsible for all other taxliability that may arise as a result of the issuance, exercise, vesting,holding or transferring this Warrant or receiving Warrant Shares upon exercisehereof.

6.             Replacement of Warrant.  If this Warrant is mutilated, lost, stolen ordestroyed, the Company shall issue or cause to be issued in exchange and substitutionfor and upon cancellation hereof, or in lieu of and substitution for thisWarrant, 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.  Applicantsfor a New Warrant under such circumstances shall also comply with such otherreasonable regulations and procedures and pay such other reasonable third-partycosts as the Company may prescribe.  If aNew Warrant is requested as a result of a mutilation of this Warrant, then theHolder shall deliver such mutilated Warrant to the Company as a conditionprecedent 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.  TheCompany further covenants that it will at all times reserve and keep availableout of the aggregate of its authorized but unissued and otherwise unreservedCommon Stock, solely for the purpose of enabling it to issue Warrant

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Shares upon exercise ofthis Warrant as herein provided, the number of Warrant Shares which are thenissuable and deliverable upon the exercise of this entire Warrant, free frompreemptive rights or any other contingent purchase rights of persons other thanthe 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 or regulation,or of any requirements of any securities exchange or automated quotation systemupon 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 in shares of Common Stock or otherwise makes a distributionon any class of capital stock that is payable in shares of Common Stock, (ii)subdivides its outstanding shares of Common Stock into a larger number ofshares, or (iii) combines its outstanding shares of Common Stock into a smallernumber of shares, then in each such case the Exercise Price shall be multipliedby a fraction, the numerator of which shall be the number of shares of CommonStock outstanding immediately before such event and the denominator of whichshall be the number of shares of Common Stock outstanding immediately aftersuch 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)           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 series of related transactions, (iii) anytender offer or exchange offer (whether by the Company or another Person) iscompleted pursuant to which all or substantially all of the holders of CommonStock are permitted to tender or exchange their shares for other securities,cash or property, or (iv) the Company effects any reclassification of theCommon Stock or any compulsory share exchange pursuant to which the CommonStock is effectively converted into or exchanged for other securities, cash orproperty (other than as a result of a subdivision or combination of shares ofCommon Stock covered by Section 8(a) above) (in any such case, a “*Fundamental Transaction*”), then the Holder shall, subject tothe vesting requirements of this Warrant, have the right thereafter to receive,upon exercise of this Warrant, the same amount and kind of securities, cash orproperty as the Holder would have been entitled to receive upon the occurrenceof such Fundamental Transaction if the Holder had been, immediately prior tosuch Fundamental 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; provided, however, that notwithstandingthe foregoing, nothing in this Section 8(b) shall be deemed toaccelerate the vesting of this Warrant, and this Warrant may only be exercisedto the extent that it has vested.  Theprovisions of this paragraph (b) shall similarly apply to subsequenttransactions analogous to a Fundamental Transaction.

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### (c)           Numberof Warrant Shares. Simultaneously with any adjustment to the Exercise Pricepursuant to this Section 8, the number of Warrant Shares that may bepurchased upon exercise of this Warrant shall be increased or decreasedproportionately, so that after such adjustment the aggregate Exercise Pricepayable hereunder for the increased or decreased number of Warrant Shares shallbe the same as the aggregate Exercise Price in effect immediately prior to suchadjustment.

(d)           Calculations. All calculationsunder this Section 8 shall be made to the nearest cent or the nearest1/100th ofa share, as applicable.  The number ofshares of Common Stock outstanding at any given time shall not include sharesowned or held by or for the account of the Company, and the sale or issuance ofany such shares shall be considered an issue or sale of Common Stock.

(e)           Notice of Adjustments. Upon theoccurrence of each adjustment pursuant to this Section 8, the Company atits expense will, at the written request of the Holder, promptly compute suchadjustment, in good faith, in accordance with the terms of this Warrant andprepare a certificate setting forth such adjustment, including a statement ofthe adjusted Exercise Price and adjusted number or type of Warrant Shares orother securities issuable upon exercise of this Warrant (as applicable),describing the transactions giving rise to such adjustments and showing indetail 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.             Payment of Exercise Price.The Holder shall pay the Exercise Price in immediately available funds.

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 specifiedbelow in this Section 11 prior to 5:00 p.m. (New York City time) on aTrading Day, (ii) the next Trading Day after the date of transmission, if suchnotice or communication is delivered via facsimile at the facsimile numberspecified in the Purchase Agreement on a day that is not a Trading Day or laterthan 5:00 p.m. (New York City time) on any Trading Day, (iii) the Trading Dayfollowing the date of mailing, if sent by nationally recognized overnightcourier service specifying next Trading Day delivery, or (iv) upon actualreceipt by the party to whom such notice is required to be given, if by handdelivery.  The address and facsimilenumber of a party for such notices or communications shall be as set forthbelow unless changed by such party by two (2) Trading Days’ prior notice to theother 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: President, Legal and Business Affairs |
|               |   |                                             |
| If to Holder:      |   |                                             |
|               |   |                                             |
|               |   |                                             |

 

12.           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.

13.           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 contained in this Warrant shall be construed asimposing any liabilities on the Holder to purchase any securities (uponexercise of this Warrant or otherwise) or as a stockholder of the Company,whether such liabilities are asserted by the Company or by creditors of theCompany.

## (b)           Subjectto compliance with applicable securities laws, this Warrant shall not beassigned by the Holder without the Company’s prior written consent, providedthat, subject to compliance with applicable securities laws, nothing in thisWarrant shall prohibit the Holder from transferring any Shares issued uponexercise of this Warrant.  This Warrantshall not be assigned by the Company except to a successor in the event of aFundamental Transaction.  This Warrantshall be binding on and inure to the benefit of the parties hereto and theirrespective permitted successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall beconstrued to give to any Person other than the Company and the Holder any legalor equitable right, remedy or cause of action under this Warrant.  This Warrant shall be amended only in writingsigned by the Company and the Holder, or their permitted successors andassigns.

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## (c)           GOVERNINGLAW; 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 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.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONALSERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT,ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAILOR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESSIN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICESHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICETHEREOF.  NOTHING CONTAINED HEREIN SHALLBE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNERPERMITTED BY LAW.  EACH PARTY HEREBYWAIVES ALL 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 therefore, and upon soagreeing, shall incorporate such substitute provision in this Warrant.

14.           Registration Rights.  Holder has no right to require the Company orany of its subsidiaries to register either the Warrant or any of the WarrantShares for sale pursuant to a registration statement filed under the SecuritiesAct.

15.           Definitions.

“*Affiliate*”of any specified Person means any other person or entity directly or indirectlycontrolling, controlled by or under direct or indirect common control with suchspecified Person.  For purposes of thisdefinition, “*control*” means the power todirect the management and policies of such Person or firm, directly orindirectly, whether through the ownership of voting securities, by contract orotherwise.

“*EligibleMarket*” shall mean any of the New York Stock Exchange, the AmericanStock Exchange, Nasdaq Stock Market or the Over-the-Counter Bulletin Board (the“*OTCBB*”).

“*Person*”means any court or other federal, state, local or other governmental authorityor other individual or corporation, partnership, trust, incorporated orunincorporated association, joint venture, limited liability company, jointstock company, government (or an agency or subdivision thereof) or other entityof any kind.

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“*Trading Day*”shall mean any day on which the Common Stock is listed or quoted on anyEligible Market.

INWITNESS WHEREOF, the undersigned has duly executed this Warrant as of the datefirst indicated above.
|        |                             |   |
|--------|----------------------------------|--------|
|   | INTERNATIONAL FIGHT LEAGUE, INC. |
|   |                             |   |
|   | By:                              |   |
|   | Name:                            |   |
|   | Title:                           |   |
|        |                                  |        |  |

 

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 SCHEDULE 1

FORM OF EXERCISE NOTICE

(To be executed by the Holderto exercise the right to purchase shares of Common Stock under the foregoingWarrant)

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 shall pay the sum of$_______ to the Company in accordance with the terms of the Warrant.

(4)           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: |   |   |

 

(Signature must conformin all respects to name of Holder as specified on the face of the Warrant)

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Appendix A

to

Schedule 1

Warrant HolderCertification

Inconnection with the issuance, permitted transfer, and/or exercise of theWarrant to which this Schedule 1 is attached, as the case may be, theundersigned hereby certifies, knowing and intending that the InternationalFight League, Inc., a Delaware 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 the undersigned’s own account and not with a view to, or for distributingor reselling this Warrant and such Warrant Shares, as the case may be, or anypart thereof in violation of the Securities Act or any applicable statesecurities laws, without prejudice, however, to the undersigned’s right,subject to the provisions of the Warrant, at all times to sell or otherwisedispose of all or any part of such Warrant Shares pursuant to an effectiveregistration statement under the Securities Act or under an exemption from suchregistration and in compliance with applicable federal and state securitieslaws.  The undersigned is acquiring thisWarrant and the Warrant Shares hereunder, as the case may be, in the ordinarycourse of undersigned’s business. The undersigned does not presently have anyagreement, plan or understanding, directly or indirectly, with any Person (asdefined in this Warrant) to distribute or effect any distribution of thisWarrant or any of the Warrant Shares (or any securities which are derivativesthereof) to or through any person or entity; *provided*,*however*, that by making therepresentations herein, the undersigned does not agree to hold this Warrant orany of the Warrant Shares, as the case may be, for any minimum period of time.

2.             Holder’s Status.  The undersigned is, and on each date on whichthe undersigned exercises this Warrant the undersigned will be, an “accreditedinvestor” as defined in Rule 501(a) under the Securities Act.  In general, an individual is deemed to be anaccredited investor if such individual has net worth, or joint net worth withthe individual’s spouse, in excess of $1,000,000 or annual income exceeding$200,000, or $300,000 jointly with the individual’s spouse, in each of the twomost recent years and has a reasonable expectation of reaching the same incomelevel in the current year.  In addition,the undersigned represents to the Company that during 2006, the undersigned (i)was actively engaged in providing mixed martial arts services, other than as anemployee or as a director of a corporation, (ii) provided mixed martial artsservices to two or more Persons to which the undersigned was not “related” (assuch term is defined in proposed regulation Section 1.409A-1(f)(3)(ii) of theproposed regulations under Section 409A of the Internal Revenue Code of 1986,as amended) and that are not related to one another and (iii) the revenue thatthe undersigned generated from providing mixed martial arts services to anysuch Person during 2006 did not exceed 70% of the total revenue that theundersigned generated from providing mixed martial arts services during2006.  The undersigned shall notify theCompany by December 15, 2007, whether or not the representations in thepreceding sentence shall hold true with respect to the undersigned for 2007.

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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 Holder.  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 theundersigned has been afforded (i) the opportunity to ask such questions as theundersigned has deemed necessary of, and to receive answers from, representativesof the Company concerning the terms and conditions of the offering of thisWarrant and the Warrant Shares and the merits and risks of investing in thisWarrant and the Warrant Shares; (ii) access to information (other than materialnon-public information) about the Company and the subsidiaries and theirrespective financial condition, results of operations, business, properties,management and prospects sufficient to enable it to evaluate its investment;and (iii) the opportunity to obtain such additional information that theCompany possesses or can acquire without unreasonable effort or expense that isnecessary to make an informed investment decision with respect to theinvestment.

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.

[*This space intentionally left blank.  Signature page follows.*]

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IN WITNESS WHEREOF, theundersigned has duly executed this Appendix as of the date first indicatedabove.

 
|        | HOLDER              |
|--------|---------------------|
|   |                |
|   |                |
|   | Name:               |
|   | Title:              |
|   |                |
|   |                |
|   | ADDRESS FOR  NOTICE |
|   | c/o:                |   |
|   |                |
|   | Street:             |   |
|   |                |
|   | City/State/Zip:     |   |
|   |                |
|   | Attention:          |   |
|   |                |
|   | Tel:                |   |
|   |                |
|   | Fax:                |   |
|   | Email:              |   |
|   |                |
|        |                     |  |  |  |

 

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