WARRANT SURRENDER AGREEMENT entered into as of the 14thday
of September, 2009, by and among the undersigned (the
“Surrendering Warrantholders”) and Ivany Mining, Inc.,
a Delaware corporation (the “Company”).
WHEREAS the Surrendering Warrantholders purchased shares
and warrants in the Company, a Delaware corporation (the
“Company”) in March, 2008 (the “2008
Financing”),
WHEREAS the terms of the warrants purchased by the
Surrendering Warrantholders (the “2008 Warrants”)
provide, among other things, that subsequent sales of stock at a
price below the exercise price of the Warrants causes the number of
shares to be issued upon the exercise of the Warrants to increase
and the exercise price to decrease,
WHEREAS the Company beginning in June 2009 issued
additional shares at a price below the original exercise price of
the 2008 Warrants (the “2009 Financing”),
WHEREAS this new issuance has caused the number of
shares to be issued upon the exercise of the 2008 Warrants to
increase and the exercise price of the 2008 Warrants to
decrease,
WHEREAS the Company believes that the dilution resulting
from said increase in the number of shares to be issued upon the
exercise of the 2008 Warrants will limit the Company’s
financial flexibility,
WHEREAS the undersigned Surrendering Warrantholders
desire to accommodate the Company’s desire to maintain
financial flexibility by reducing the number of shares that they
are entitled to receive upon the exercise of their respective 2008
Warrants by surrendering a portion of their 2008 Warrants, and by
increasing the exercise price of their 2008 Warrants,
WHEREAS the undersigned Surrendering Warrantholders wish
to receive fair compensation for said reduction, and
WHEREAS the Company, by unanimous consent of its Board
of Directors, believes that extending the expiration date of the
2008 Warrants owned by the Surrendering Warrantholders that are not
surrendered is fair consideration for said reduction and is in the
best interests of the Company,
SECTION
1 . Surrender of a
Portion of the 2008 Warrants . Each of the Surrendering
Warrantholders hereby surrenders to the Company for cancellation a
portion of the 2008 Warrants that that holder held immediately
before executing this Agreement. The following table sets forth the
number of shares that each of the undersigned will be entitled to
receive upon exercise of all of his, her, or its respective 2008
Warrants immediately following the execution of this Agreement by
such holders:
Participant
in 2008 Financing
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Number of
Shares That Can Be Purchased Upon Exercise Of 2008 Warrants Not
Surrendered Upon Executing This Agreement
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Spectra Capital
Management LLC
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SECTION 2.
Increase of Exercise Price of Warrants. The exercise price of the 2008 Warrants owned by
the Surrendering Warrantholders and not surrendered pursuant to
Section 1 shall be increased to $0.10.
SECTION 3.
Extension of the 2008 Warrant Expiration Date.
The expiration date of the 2008
Warrants owned by the Surrendering Warrantholders and not
surrendered pursuant to Section 1 shall be extended to the later of
(a) the expiration date of the warrants (the “2009
Warrants”) issued in the financing reported by the Company on
its Form 8-K filed with the SEC dated July 10, 2009, as such
expiration date may be modified from time to time, and (b) July 10,
2012. Any exchange of the 2009 Warrants for any other security
convertible into shares or other interests in the company, or any
series of transactions that has such effect, shall be considered a
modification of the expiration date of the warrants for purposes of
this Section 3.
SECTION 4.
No Other Changes. All
other terms of the 2008
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