Exhibit 10.12
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.
May 8, 2008
MICHAEL NING
Warrant for the Purchase of Common
Stock (Void after May 7, 2013)
No. W-4
FOR VALUE RECEIVED, this Warrant is hereby issued by
IA GLOBAL, INC., a Delaware corporation (the
“Company”), to MICHAEL
NING , an American citizen (the
“Holder”). Subject to the provisions of this Warrant,
the Company hereby grants to Holder the right to purchase 1,500,000
shares of the Company’s common stock, par value $.01 per
share (“Common Stock”), at US$0.20 per share
(“Exercise Price”) during the period from May 8, 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 May 8, 2008 and no
later than May 7, 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.”
1
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 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.
2
(b)
Adjustment for Reorganization, Consolidation,
Merger, Etc. If at any time after the
date hereof the Company has a Change in
