Exhibit 10.2
FORM OF PERFORMANCE
WARRANT
THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO
THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS
OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
December 12, 2008 Amended April 1,
2009
MICHAEL NING AND/OR
AFFILIATES
Performance Warrant for the
Purchase of Common Stock (Void after December 11, 2013)
No. W-6
FOR VALUE RECEIVED, this Warrant is
hereby issued by IA GLOBAL, INC. , a Delaware corporation
(the “Company”), to MICHAEL NING, an American
citizen, AND/OR AFFILIATES (the “Holder”). Subject
to the provisions of this Performance Warrant
(“Warrant”), the Company hereby grants to Holder the
right to purchase 3,591,250 shares of the Company’s common
stock, par value $.01 per share (“Common Stock”), at
US$0.04 per share (“Exercise Price”) during the period
from December 12, 2008 to sixty months (60) months following the
Closing (as defined in the Subscription Agreement (the
“Purchase Agreement”)).
The Holder agrees with the Company
that this Warrant is issued, and all the rights hereunder shall be
held, subject to all of the conditions, limitations and provisions
set forth herein.
1.
Exercise of Warrant.
Subject to the terms and conditions
set forth herein, the Holder may exercise this Warrant on or after
December 12, 2008 and no later than December 11, 2013. To exercise
this Warrant the Holder shall present and surrender this Warrant to
the Company at its principal office, with the Warrant Exercise
Form, attached hereto as Appendix A , duly executed by the
Holder and accompanied by payment in cash or by check, payable to
the order of the Company, of the aggregate Exercise Price for the
total aggregate number of securities for which this Warrant is
exercised or a cashless exercise at the sole decision of the
Holder. The Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter referred to as
“Warrant Stock.”
Upon receipt by the Company of this
Warrant, together with the executed Warrant Exercise Form and
payment of the Exercise Price, if any, for the securities to be
acquired, in proper form for exercise, and subject to the
Holder’s compliance with all requirements of this Warrant for
the exercise hereof, the Holder shall be deemed to be the holder of
record of the Warrant Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such securities
shall not then be actually delivered to the Holder; provided,
however, that no exercise of this Warrant shall be
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effective, and the Company shall
have no obligation to issue any Warrant Stock to the Holder upon
any attempted exercise of this Warrant, unless the Holder shall
have first delivered to the Company, in form and substance
reasonably satisfactory to the Company, appropriate representations
so as to provide the Company reasonable assurances that the
securities issuable upon exercise may be issued without violation
of the registration requirements of the Securities Act and
applicable state securities laws, including without limitation
representations that the exercising Holder is an “accredited
investor” as defined in Regulation D under the Securities Act
and that the Holder is familiar with the Company and its business
and financial condition and has had an opportunity to ask questions
and receive documents relating thereto to his reasonable
satisfaction.
2.
Reservation of Shares. The Company will reserve for issuance
and delivery upon exercise of this Warrant all shares of Warrant
Stock. All such shares shall be duly authorized and, when issued
upon such exercise, shall be validly issued, fully paid and
non-assessable and free of all preemptive rights.
3.
Assignment or Loss of Warrant. Subject to the transfer
restrictions herein (including Section 6), upon surrender of this
Warrant to the Company or at the office of its stock transfer
agent, if any, with the Assignment Form, attached hereto as
Appendix B , duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be
canceled. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and of reasonably satisfactory indemnification by the
Holder, and upon surrender and cancellation of this Warrant, if
mutilated, the Company shall execute and deliver a replacement
Warrant of like tenor and date.
4.
Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity, and the rights of the Holder are
limited to those expressed in this Warrant.
5.
Adjustments.
(a)
Adjustment for Recapitalization. If the Company shall at any
time after the date hereof subdivide its outstanding shares of
Common Stock by recapitalization, reclassification or split-up
thereof, or if the Company shall declare a stock dividend or
distribute shares of Common Stock to its shareholders, the number
of shares of Common Stock subject to this Warrant immediately prior
to such subdivision shall be proportionately increased, and if the
Company shall at any time after the date hereof combine the
outstanding shares of Common Stock by recapitalization,
reclassification or combination thereof, the number of shares of
Common Stock subject to this Warrant immediately prior to such
combination shall be proportionately decreased.
(b)
Adjustment for Reorganization, Consolidation, Merger, Etc.
If at any time after the date hereof the Company has a Change in
Control, the Holder agrees that, either (a) Holder shall exercise
its purchase right under this Warrant and such exercise will be
deemed effective immediately prior to the consummation of such
Change in Control or (b) if the Holder
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elects not to exercise the Warrant,
this Warrant will not expire upon the consummation of the Change of
Control. For purposes of this Warrant, a “Change in
Control&
