IVOW, INC. February 22, 2006Selling Agreement • April 7th, 2006 • iVOW, Inc. • Services-misc health & allied services, nec • Florida
iVow, Inc., a Delaware corporation (the “Seller”), proposes to offer and sell (the “Offering”), to selected investors, upon the terms set forth herein and in the Subscription Agreement and the Confidential Private Placement Memorandum (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”), a copy of which has been delivered to you, up to 290,000 units (the “Units”) at a price per Unit equal to 70% of the Company’s common stock price, based on the average closing price of the Company’s common stock for the ten (10) trading days immediately preceding the First Closing (the “Per Unit Price”); each Unit consisting of one share of common stock (the “Common Stock”) and a warrant to purchase one-half of a share of common stock (the “Warrants”). The Warrants shall have an exercise price equal to the Per Unit Price, a term of five years, and be in the form attached to the Offering Document. (The Units are sometimes referred to hereaft
