EXHIBIT 10.21
FORM OF 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.
July 28, 2008
MICHAEL NING
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Warrant for the Purchase of Common Stock (Void after July 27,
2013)
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No. W-5
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 1,900,000 shares of the Company's
common stock,
par value $.01 per share ("Common Stock"), at US$0.17 per share
("Exercise
Price") during the period from July 28, 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 July 28,
2008 and no
later than July 27, 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 effective, and
the Company
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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
