SINO-GLOBAL SHIPPING AMERICA, LTD. WARRANT AGREEMENT
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Ladies
and Gentlemen:
Sino-Global
Shipping America, Ltd., a Virginia corporation (the “Company”), agrees to issue
and sell to you a warrant (the “Warrant”) to purchase the number of shares of
common stock, of the Company set forth herein, subject to the terms and
conditions contained herein.
1. Issuance
of Warrant; Exercise Price.
The
Warrant, which shall be in the form attached hereto as Exhibit
A,
shall
be issued to you concurrently with the execution hereof in consideration of
the
payment by you to the Company of the sum of US $0.001 cash per share of common
stock subject to the Warrant, the receipt and sufficiency of which are hereby
acknowledged. The Warrant shall provide that you and such other holder(s) of
the
Warrant, as such may be assigned in accordance herewith, shall have the right
to
purchase an aggregate of up to __________ shares of common stock for an exercise
price equal to $_____ per share (the “Exercise Price”), as described more fully
herein. The number, character and Exercise Price of such shares are subject
to
adjustment as hereinafter provided, and the term “shares” shall mean, unless the
context otherwise requires, the shares of common stock and other securities
and
property receivable upon exercise of the Warrant. The term “Exercise Price”
shall mean, unless the context otherwise requires, the price per share
purchasable under the Warrant as set forth in this Section 1, as adjusted from
time to time pursuant to Section 5.
2. Notices
of Record Date.
In the
event of (i) any taking by the Company of a record date with respect to the
holder(s) of any class of securities of the Company for purposes of determining
which of such holder(s) are entitled to dividends or other distributions, or
any
right to subscribe for, purchase or otherwise acquire shares of stock of any
class or any other securities or property, or to receive any other right,
(ii) any capital reorganization of the Company, or reclassification or
recapitalization of capital stock of the Company or any transfer in one or
more
related transactions of all or a majority of the assets or revenue or income
generating capacity of the Company to, or consolidation or merger of the Comany
with or into, any other entity or person, or (iii) any voluntary or
involuntary dissolution or winding up of the Company, then and in each such
event the Company will mail or cause to be mailed to each holder of a Warrant
at
the time outstanding a notice specifying, as the case may be, (a) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right; or (b) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place and the time, if any
is
to be fixed, as of which the holders of record of shares (or any other class
of
stock or securities of the Company, or another issuer pursuant to Section 5,
receivable upon the exercise of the Warrant) shall be entitled to exchange
their
shares (or such other stock or securities) for securities or other property
deliverable upon such event. Any such notice shall be deposited in the United
States mail, postage prepaid, at least ten (10) days prior to the date therein
specified, and the holder(s) of the Warrant(s) may exercise the Warrant(s)
and
participate in such event as a registered holder of shares, upon exercise of
the
Warrant(s) so held, within the ten (10) day period from the date of mailing
such
notice.
3. No
Impairment.
The
Company shall not, by amendment of its organizational documents or through
any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or
sale of securities, or any other action, avoid or seek to avoid the observance
or performance of any other action, avoid or seek to avoid the observance or
performance of any of the terms of this Agreement or of the Warrant, but will
at
all times in good faith take any and all action as may be necessary in order
to
protect the rights of the holder(s) of the Warrant against impairment. Without
limiting the generality of the foregoing, the Company (a) will at all times
reserve and keep available, solely for issuance and delivery upon exercise
of
the Warrant, shares issuable from time to time upon exercise of the Warrant,
(b)
will not increase the par value of any shares of stock receivable upon exercise
of the Warrant above the amount payable in respect thereof upon such exercise,
and (c) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
stock upon the exercise of the Warrant, or any portion of it.
4. Exercise
of Warrant.
(a) Exercise
for Cash.
At any
time and from time to time on and after one hundred eighty (180) days after
the
closing of the initial public offering of the Company’s common stock (the “IPO”)
and expiring on ____________
___, ____
at 11:59
p.m., Richmond, Virginia time (the “Exercise Period”), the Warrant may be
exercised as to all or any portion of the whole number of shares covered by
the
Warrant by the holder thereof by surrender of the Warrant, accompanied by a
subscription for shares to be purchased in the form attached hereto as
Exhibit
B
and by a
check payable to the order of the Company in the amount required for purchase
of
the shares as to which the Warrant is being exercised, delivered to the Company
at its principal office at ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇-▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: President.
(b) Cashless
Exercise.
In
addition, during the Exercise Period and to the extent that the Company has
failed to register the shares issuable hereunder in accordance with Section
7
hereof within 90 days of the notification of the Company of the exercise of
such
demand registration right, the Warrant may be exercised as to all or any portion
of the whole number of shares covered by the Warrant by the holder thereof
by
surrender of Warrant together with irrevocable instructions to the Company
to
issue in exchange for the Warrant the number of shares equal to the product
of
(i) the number of shares as to which the Warrant is being exercised multiplied
by (ii) a fraction the numerator of which is the Current Value of an share
less
the Exercise Price therefor and the denominator of which is such Current Value.
In the case of the purchase of less than all the shares purchasable under the
Warrant, the Company shall cancel such Warrant and shall execute and deliver
a
new Warrant of like tenor for the unexercised balance. For the purposes hereof,
“Exercise Date” shall mean the date on which all deliveries required to be made
to the Company upon exercise of the Warrant pursuant to this Section 4 shall
have been made.
2
(c) Issuance
of Certificates.
Upon
the exercise of a Warrant in whole or in part, the Company will within five
(5)
days thereafter, at its expense (including the payment by the Company of any
applicable issue or transfer taxes), cause to be issued in the name of and
delivered to the Warrant holder a certificate or certificates for the number
of
fully paid and non-assessable shares to which such holder is entitled upon
exercise of the Warrant. In the event such holder is entitled to a fractional
share, in lieu thereof such holder shall be paid a cash amount equal to such
fraction, multiplied by the Current Value of one full share on the date of
exercise. Certificates for shares issuable by reason of the exercise of the
Warrant shall be dated and shall be effective as of the date of the surrendering
of the Warrant for exercise, notwithstanding any delays in the actual execution,
issuance or delivery of the certificates for the shares so purchased. In the
event the Warrant is exercised as to less than the aggregate amount of all
shares issuable upon exercised as to less than the aggregate amount of all
shares issuable upon exercise of the Warrant held by such person, the Company
shall issue a new Warrant to the holder of the Warrant so exercised covering
the
aggregate number of shares as to which the Warrant remains unexercised. In
addition to the foregoing, should the Company fail to issue the stock
certificate or certificates within the time limits referenced in the first
sentence of this Section 4(c), if and to the extent not already utilized as
to
the Warrant or the shares underlying the Warrant, the holder may utilize the
cashless exercise contained in Section 4(b) hereof.
(d) Current
Value.
For
purposes of this section, “Current Value” is defined (i) in the case for which a
public market exists for the shares at the time of such exercise, at a price
per
share equal to (A) the average of the means between the closing bid and asked
prices of the shares in the over-the-counter market for 20 consecutive business
days commencing 30 business days before the date of such notice, (B) if the
shares are quoted on the Nasdaq Capital Market, at the average of the means
of
the daily closing bid and asked prices of the shares for 20 consecutive business
days commencing 30 business days before the date of such notice, or (C) if
the
shares are listed on any national securities exchange or The Nasdaq National
Market, at the average of the daily closing prices of the shares for 20
consecutive business days commencing 30 business days before the date of such
notice, and (ii) in the case no public market exists at the time of such
exercise, at the Appraised Value. For the purposes of this Agreement, “Appraised
Value” is the value determined in accordance with the following procedures. For
a period of five (5) days after the date of an event (a “Valuation Event”)
requiring determination of Current Value at a time when no public market exists
for the shares (the “Negotiation Period”), each party to this Agreement agrees
to negotiate in good faith to reach agreement upon the Appraised Value of the
securities or property at issue, as of the date of the Valuation Event, which
will be the fair market value of such securities or property, without premium
for control or discount for minority interests, illiquidity or restrictions
on
transfer. In the event that the parties are unable to agree upon the Appraised
Value of such securities or other property by the end of the Negotiation Period,
then the Appraised Value of such securities or property will be determined
for
purposes of this Agreement by a recognized appraisal or investment banking
firm
mutually agreeable to the holder(s) of the Warrant and the Company (the
“Appraiser”). If the holder(s) of the Warrant and the Company cannot agree on an
Appraiser within two (2) business days after the end of the Negotiation Period,
the Company, on the one hand, and the holder(s) of the Warrant, on the other
hand, will each select an Appraiser within ten (10) business days after the
end
of the Negotiation Period and those Appraisers will determine the fair market
value of such securities or property, without premium for control or discount
for minority interests. Such independent Appraiser(s) will be directed to
determine fair market value of such securities or property as soon as
practicable, but in no event later than thirty (30) days from the date of its
selection. The determination by Appraiser(s) of the fair market value will
be
conclusive and binding on all parties to this Agreement. If there are two
Appraisers, and they do not agree as to fair market value, then fair market
value shall be determined to be the average of the fair market values as
determined by each Appraiser. Appraised Value of each share at a time when
(i)
the Company is not a reporting company under the Securities Exchange Act of
1934
and (ii) the shares are not traded in the organized securities markets, will,
in
all cases, be calculated by determining the Appraised Value of the entire
Company taken as a whole and dividing that value by the number of shares then
outstanding, without premium for control or discount for minority interests,
illiquidity or restrictions on transfer. The costs of the Appraiser(s) will
be
borne by the Company. In no event will the Appraised Value of the shares be
less
than the per share consideration received or receivable with respect to the
shares or securities or property of the same class in connection with a pending
transaction involving a sale, merger, recapitalization, reorganization,
consolidation, or share exchange, dissolution of the Company, sale or transfer
of all or a majority of its assets or revenue or income generating capacity,
or
similar transaction.
3
5. Protection
Against Dilution.
The
Exercise Price for the shares and number of shares issuable upon exercise of
the
Warrant, in whole or in part, is subject to adjustment from time to time as
described in this Section 5. Notwithstanding the foregoing, nothing in this
Warrant Agreement is intended or may be construed to violate any NASD Conduct
Rule. In particular, the anti-dilution provisions of this Warrant Agreement
shall be interpreted in compliance with Rule 2710(f)(2)(H)(vi) and (vii) of
the
NASD Conduct Rules.
(a) Stock
Dividends, Subdivisions, Reclassifications, Etc.
In case
at any time or from time to time after the date of execution of this Agreement,
the Company shall (i) take a record of the holders of shares for the purpose
of
entitling them to receive a dividend or a distribution on shares payable in
shares or other class of securities, (ii) subdivide or reclassify its
outstanding shares of shares into a greater number shares, or (iii) combine
or
reclassify its outstanding shares into a smaller number of shares, then, and
in
each such case, the Exercise Price in effect at the time of the record date
for
such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be adjusted in such a manner that the
Exercise Price for the shares issuable upon exercise of the Warrant immediately
after such event shall bear the same ratio to the Exercise Price in effect
immediately prior to any such event as the total number of shares outstanding
immediately prior to such event shall bear to the total number of shares
outstanding immediately after such event.
(b) Adjustment
of Number of Shares Purchasable.
When
any adjustment is required to be made in the Exercise Price under this Section
5, (i) the number of shares issuable upon exercise of the Warrant, in whole
or
in part, shall be changed (upward to the nearest full share) to the number
of
shares determined by dividing (x) an amount equal to the number of shares
issuable pursuant to the exercise of the Warrant immediately prior to the
adjustment, multiplied by the Exercise Price in effect immediately prior to
the
adjustment, by (y) the Exercise Price in effect immediately after such
adjustment, and (ii) upon exercise of the Warrant, the holder will be entitled
to receive the number of shares of other securities referred to in Section
5(a)
that such holder would have received had the Warrant been exercised prior to
the
events referred to in Section 5(a).
4
(c) Adjustment
for Reorganization, Consolidation, Merger, Etc.
In case
of any reorganization or consolidation of the Company with, or any merger of
the
Company with or into, another entity (other than a consolidation or merger
in
which the Company is the surviving corporation) or in case of any sale or
transfer to another entity of the majority of assets of the Company, the entity
resulting from such reorganization or consolidation or surviving such merger
or
to which such sale or transfer shall be made, as the case may be, shall make
suitable provision (which shall be fair and equitable to each holder of a
Warrant) and shall assume the obligations of the Company hereunder (by written
instrument executed and mailed to each holder of a Warrant then outstanding)
pursuant to which, upon exercise of the Warrant, at any time after the
consummation of such reorganization, consolidation, merger or conveyance, the
holder shall be entitled to receive the stock or other securities or property
that such holder would have been entitled to upon consummation if such holder
had exercised the Warrant immediately prior thereto, all subject to further
adjustment as provided in this Section 5.
(d) Certificate
as to Adjustments.
In the
event of adjustment as herein provided in paragraphs of this Section 5, the
Company shall promptly mail to each Warrant holder a certificate setting forth
the Exercise Price and number of shares issuable upon exercise after such
adjustment and setting forth a brief statement of facts requiring such
adjustment. Such certificate shall also set forth the kind and amount of stock
or other securities or property into which the Warrant shall be exercisable
after any adjustment of the Exercise Price as provided in this
Agreement.
(e) Minimum
Adjustment.
Notwithstanding the foregoing, no certificate as to adjustment of the Exercise
Price hereunder shall be made if such adjustment results in a change in the
Exercise Price then in effect of less than five cents ($0.05) and any adjustment
of less than five cents ($0.05) of any Exercise Price shall be carried forward
and shall be made at the time of and together with any subsequent adjustment
that, together with any subsequent adjustment that, together with the adjustment
or adjustments so carried forward, amounts to five cents ($0.05) or more;
provided however, that upon the exercise of a Warrant, the Company shall have
made all necessary adjustments (to the nearest cent) not theretofore made to
the
Exercise Price up to and including the date upon which such Warrant is
exercised.
7. Registration
Rights.
(a) Demand
Registration Under the Securities Act of 1933.
To the
extent that sufficient shares have not been registered to permit exercise of
the
Warrant, then at any time commencing after the closing of the IPO, through
and
including ____________
___, ____,
parties
who collectively hold a majority of the shares issued or issuable upon the
exercise of the Warrant shall have the right, exercisable by written notice
to
the Company, to have the Company prepare and file with the Securities and
Exchange Commission (the “Commission”), on one occasion, a registration
statement and such other documents, including a prospectus, as may be necessary
in the opinion of both counsel for the Company and counsel for you and any
other
holder of a Warrant, in order to comply with the provisions of the Act, so
as to
permit a public offering and sale of their respective Warrant, the shares
underlying the Warrant or other securities held as a result of any adjustment
made pursuant to Section 5 hereof (collectively, the “Registrable Securities”).
The Company shall notify each holder of a Warrant and the shares underlying
the
Warrant of any such demand registration request within ten (10) days of receipt
of such request. The notified holder(s) may participate in such demand
registration by notifying the Company within ten (10) days after receiving
the
Company’s notification.
5
(b) Notice
to Be Delivered.
The
Company covenants and agrees to give written notice of any registration request
under Section 7(a) by you or any holder(s) to you and to all other holder(s)
of
a Warrant or the shares underlying a Warrant within ten (10) days from the
date
of the receipt of any such registration request.
(c) Covenants
of the Company With Respect to Registration.
In
connection with any registration under Section 7(a) hereof, the Company
covenants and agrees as follows:
(i) The
Company shall use its best efforts to file a registration statement within
forty-five (45) days of receipt of any demand therefor in accordance with
Section 7(a), shall use its best efforts to have any registration statement
declared effective at the earliest practicable time, and shall furnish you
and
each holder desiring to sell the Registrable Securities held by you or the
other
holder(s) as a result of any adjustment made pursuant to the provisions of
Section 5 hereof, such number of prospectuses as shall reasonably be
requested.
(ii) The
Company shall pay all costs (excluding fees and expenses of counsel for you
and
any other holder(s) and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Section 7(a) hereof including, without limitation, the Company’s legal and
accounting fees, printing expenses, and blue sky fees and expenses. If the
Company shall fail to comply with the provisions of Section 7(d), the Company
shall, in addition to any other equitable or other relief available to you
and
any other holder(s), be liable for any or all actual damages (which may include
damages due to a loss of profit).
(iii) The
Company will take all necessary action which may be required in qualifying
or
registering the Registrable Securities included in a registration statement
for
offering and sale under the securities or blue sky laws of such states as
reasonably are requested by you and any other holder(s), provided that the
Company shall not be obligated to execute or file any general consent to service
of process or to qualify as a foreign corporation to do business under the
laws
of any such jurisdiction.
(iv) The
Company shall indemnify you and any other holder(s) of the Registrable
Securities to be sold pursuant to any registration statement and each person,
if
any, who controls you or any other holder(s) within the meaning of Section
15 of
the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended
(the
“1934 Act”), against all loss, claim, damage, expense or liability (including
all expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under
the
Act, the 1934 Act or otherwise, arising from such registration statement to
the
same extent and with the same effect as the provisions pursuant to which the
Company has agreed to indemnify you in the Underwriting Agreement to be entered
into by and between you and the Company (the “Underwriting Agreement”) and to
provide for just and equitable contribution as set forth in the Underwriting
Agreement.
6
(v) You
and
any other holder(s) of the Registrable Securities to be sold pursuant to a
registration statement, and their successors and assigns, shall severally,
and
not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act
or
Section 20(a) of the 1934 Act, against all loss, claim, damage or expense or
liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become
subject under the Act, the 1934 Act or otherwise, arising from information
furnished by or on behalf of such holder(s), or their successors or assigns,
for
specific inclusion in such registration statement to the same extent and with
the same effect as the provisions contained in the Underwriting Agreement
pursuant to which you have agreed to indemnify the Company and to provide for
just and equitable contribution as set forth in the Underwriting
Agreement.
(vi) Nothing
contained in this Agreement shall be construed as requiring you or any other
holder(s) to exercise any portion of their Warrant prior to the initial filing
of any registration statement or the effectiveness thereof.
(vii) The
Company shall deliver promptly to you and any other holder(s) of the Registrable
Securities participating in the offering copies of all correspondence between
the Commission and the Company, its counsel or auditors and all memoranda
relating to discussions with the Commission or its staff with respect to the
registration statement and permit you and the other holder(s) of the Registrable
Securities to do such investigation, upon reasonable advance notice, with
respect to information contained in or omitted from the registration statement
as it deems reasonably necessary to comply with applicable securities laws
or
rules of the Financial Industry Regulatory Authority (“FINRA”); provided that
you and each such holder of the Registrable Securities agree not to disclose
such information without the prior consent of the Company. Such investigation
shall include access to books, records and properties and opportunities to
discuss the business of the Company with its officers and independent auditors,
all to such reasonable extent and at such reasonable times and as often as
you
and any other holder(s) of the Registrable Securities shall reasonably
request.
(viii) If
required by the underwriters in connection with an underwritten offering which
includes Registrable Securities pursuant to this Section 7, the Company shall
enter into an underwriting agreement with one or more underwriters selected
for
such underwriting. Such underwriting agreement shall be satisfactory in form
and
substance to the Company, you and each other holder of the Registrable
Securities, and shall contain such representations, warranties and covenants
by
the Company and such other terms as are customarily contained in agreements
of
that type used by the underwriters. If required by the underwriters, you and
the
other holder(s) of the Registrable Securities shall be parties to any
underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the representations
and warranties of the Company to or for the benefit of such underwriters shall,
to the extent that they may be applicable, also be made to and for the benefit
of you and the other holder(s) of the Registrable Securities. You and the other
holder(s) of the Registrable Securities shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters except as they may relate to you and the other holder(s) of the
Registrable Securities and their intended methods of distribution.
7
(ix) In
connection with any registration statement filed pursuant to Section 7 hereof,
the Company shall furnish, or cause to be furnished, to you and each holder
participating in any underwritten offering and to each underwriter, a signed
counterpart, addressed to you, such holder(s) or underwriter, of (i) an opinion
of counsel to the Company, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under the underwriting agreement),
and
(ii) a “cold comfort” letter, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
a
letter dated the date of the closing under the underwriting agreement), signed
by the independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants’ letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities.
(x) The
Company shall promptly notify you and each holder of the Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Act, upon the Company’s discovery
that, or upon the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to
be
stated therein or necessary to make the statements therein not misleading in
the
light of the circumstances under which they were made, and upon receipt of
such
notice you and each holder shall not effect any sale of securities and shall
immediately cease utilizing or distributing such prospectus. At the request
of
you or any such holder(s), the Company shall promptly prepare and furnish to
you
or such holder(s) and each underwriter, if any, a reasonable number of copies
of
a supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made.
(xi) For
purposes of this Agreement, the term “majority” in reference to you and the
other holder(s) of a Warrant or the shares underlying an unexercised Warrant,
shall mean in excess of fifty percent (50%) of the shares underlying the then
outstanding Warrant(s) that have not been resold to the public pursuant to
Rule
144 under the Act or a registration statement filed with the Commission under
the Act.
8
8. Stock
Exchange Listing.
In the
event the Company lists its shares on any national securities exchange or
market, the Company will, at its expense, also list on such exchange, upon
exercise of a Warrant, all shares issuable pursuant to such
Warrant.
9. Restrictive
Legend.
Executed copies of this Agreement shall be filed in the principal office of
the
Company. Instruments evidencing all or part of the Warrant shall contain the
legend shown on Exhibit
A
until
one hundred eighty (180) days after the closing of the IPO, after which time
such legend may be removed at the request of the holder thereof.
10. Successors
and Assigns; Binding Effect.
This
Agreement shall be binding upon and inure to the benefit of you and the Company
and their respective successors and permitted assigns.
11. Notices.
Any
notice hereunder shall be given by registered or certified mail, if to the
Company, at its principal office referred to in Section 5 and, if to a holder,
to the holder’s address shown in the Warrant ledger of the Company, provided
that any holder may at any time on three (3) days’ written notice to the Company
designate or substitute another address where notice is to be given. Notice
shall be deemed given and received after a certified or registered letter,
properly addressed with postage prepaid, is deposited in the U.S.
mail.
12. Severability.
Every
provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the remainder of this
Agreement.
13. Assignment;
Replacement of Warrant.
The
Warrant and the shares underlying the Warrant may be sold, transferred,
assigned, pledged or hypothecated by you prior to one hundred eighty (180)
days
after the closing of the IPO only to bona
fide
officers
of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Incorporated, who in turn shall be subject to the
same restriction. Any assignment shall be effected in accordance with the Form
of Assignment attached hereto as Exhibit
C.
If the
Warrant is assigned, in whole or in part, the Warrant shall be surrendered
at
the principal office of the Company, and thereupon, in the case of a partial
assignment, a new Warrant shall be issued to the holder thereof covering the
number of shares not assigned, and the assignee shall be entitled to receive
a
new Warrant covering the number of shares so assigned. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and appropriate bond or indemnification protection,
the Company shall issue a new Warrant of like tenor.
14. Rights
of Shareholders.
Until
exercised, the Warrant shall not entitle the holder thereof to any of the rights
of a shareholder of the Company.
15. Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
Commonwealth of Virginia without giving effect to the principles of choice
of
laws thereof.
9
16. Definition.
All
references to the word “you” in this Agreement shall be deemed to apply with
equal effect to any persons or entities to whom a Warrant has been transferred
in accordance with the terms hereof, and, where appropriate, to any persons
or
entities holding shares issuable upon exercise of a Warrant.
17. Headings.
The
headings herein are for purposes of reference only and shall not limit or
otherwise affect the meaning of any of the provisions hereof.
| Very truly yours, | ||
| SINO-GLOBAL SHIPPING AMERICA, LTD. | ||
| By: ______________________________________ | ||
| Title: _____________________________________ | ||
| Date: _____________________________________ | ||
Accepted
as of the ____ day of _____________, _____________.
| ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, INCORPORATED | ||
| By: ______________________________________ | ||
| Title: _____________________________________ | ||
| Date: _____________________________________ | ||
10
EXHIBIT
A
No.
____
___________
Shares
(as
may
be adjusted pursuant to the terms of the Warrant Agreement)
COMMON
STOCK PURCHASE WARRANT
THIS
IS
TO CERTIFY that ▇▇▇▇▇▇▇▇ & STRUDWICK, INCORPORATED or its assigns as
permitted in that certain Warrant Agreement (the “Warrant Agreement”) dated
____________ ___, ____ between the Company (as hereafter defined) and ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇▇, Incorporated is entitled to purchase at any time or from time
to time on or after the closing of the initial public offering of the Company’s
common stock and before ____________ ___, ____, _____ shares of the common
stock
of Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”),
for an exercise price per share as set forth in the Warrant Agreement referred
to herein. This Warrant is issued pursuant to the Agreement, and all rights
of
the holder of this Warrant are further governed by, and subject to the terms
and
provisions of such Warrant Agreement, copies of which are available upon request
to the Company. The holder of this Warrant and the shares issuable upon the
exercise hereof shall be entitled to the benefits, rights and privileges and
subject to the obligations, duties and liabilities provided in the Warrant
Agreement.
UNTIL
ONE
HUNDRED EIGHTY (180) DAYS AFTER THE CLOSING OF THE INITIAL PUBLIC OFFERING
OF
THE COMMON STOCK OF SINO-GLOBAL SHIPPING AMERICA, LTD., NEITHER ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, INCORPORATED NOR ANY ASSIGNEE OF ALL OR A PORTION OF THE RIGHTS
PURSUANT TO THIS WARRANT MAY SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE
ANY
OF ITS RIGHTS PURSUANT TO THIS WARRANT OTHER THAN TO BONA FIDE OFFICERS OF
▇▇▇▇▇▇▇▇ & STRUDWICK, INCORPORATED.
Subject
to the provisions of the Securities Act of 1933, of the Warrant Agreement and
of
this Warrant, this Warrant and all rights hereunder are transferable, in whole
or in part, only to the extent expressly permitted in such documents and then
only at the office of the Company at Sino-Global Shipping America, Ltd., ▇▇-▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇-▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: President, by
the
holder hereof or by a duly authorized attorney-in-fact, upon surrender of this
Warrant duly endorsed, together with the Assignment hereof duly endorsed. Until
transfer hereof on the books of the Company, the Company may treat the
registered holder hereof as the owner hereof for all purposes.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed and its
corporate seal to be hereunto affixed by its proper corporate officers thereunto
duly authorized.
| SINO-GLOBAL SHIPPING AMERICA, LTD. | ||
| |
|
|
| By: |
(SEAL)
|
|
|
Cao
Lei, President
|
||
| ATTEST: | |||
|
▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary |
EXHIBIT
B
FORM
OF SUBSCRIPTION
The
undersigned, the holder of Warrant Number ______, hereby irrevocably elects
to
exercise the purchase right represented by such Warrant, and to purchase
thereunder _________* shares of common stock of Sino-Global Shipping America,
Ltd.
As
payment therefor, the undersigned (▇▇▇▇ one):
______
herewith makes a payment in cash or by check of U.S. $___________, or
______
requests to utilize the cashless exercise provision in Section 4(b) of the
Warrant Agreement.
Further,
the undersigned requests that the certificate or certificates for such shares
be
issued in the name of and delivered to the undersigned. The undersigned
acknowledges and agrees that shares to be received by the undersigned are
subject to the restrictions on transfer set forth in the Warrant.
|
(Signature) |
|||
|
|
|||
|
(Address) |
Dated:
__________________
*Insert
here the number of shares set forth on the face of the Warrant (or, in the
case
of a partial exercise, the portion thereof as to which the Warrant is being
exercised), in either case without making any adjustment (which adjustment
will
be made in the issuance of such shares, other stock, securities, property,
or
cash) for additional shares or any other stock or other securities or property
or cash that, pursuant to the adjustment provisions of the Warrant, is
deliverable upon exercise.
EXHIBIT
C
FORM
OF ASSIGNMENT
(To
be
signed only upon transfer of Warrant)
For
value
received, the undersigned hereby sells, assigns and transfers unto
________________ the right represented by Warrant Number 1 to purchase
_______________ shares of common stock of Sino-Global Shipping America, Ltd.
to
which the attached Warrant relates, and appoints ______________ as
Attorney-in-Fact to transfer such right on the books of Sino-Global Shipping
America, Ltd. with the full power of substitution in the premises. At the
conclusion of the Assignment, the undersigned and _______________ will receive
Warrants reflecting the separate rights to purchase ______________ shares of
common stock of Sino-Global Shipping America, Ltd.
The
undersigned represents and warrants that the transfer of the attached Warrant
is
permitted by the terms of the Warrant Agreement pursuant to which the attached
Warrant has been issued, and the transferee hereof, by acceptance of this
Assignment, agrees to be bound by the terms of the Warrant Agreement with the
same force and effect as if a signatory thereto.
|
(Signature) |
|||
|
|
|||
|
(Address) |
Dated:
__________________