Exhibit 10.3
SERVICES AGREEMENT
THIS SERVICES
AGREEMENT (“Services Agreement”) is made as of
April 1, 2009, by and between IA GLOBAL, INC., a corporation
organized and existing under the laws of the State of Delaware (the
“Company”) and ARQUEMAX VENTURES, LLC, a
California Limited Liability Company or Michael Ning or his
assignees (collectively herein referred to as “AMV”).
Collectively the Company and AMV shall be referred to as the
parties.
P R E L I M I N A R Y
S T A T
E M E N T S
A. The
Company acquired 1,389,750 Class B Shares of Taicom Securities
Co., Ltd., (“Taicom”) (the “ Taicom
Preferred Shares ”) which Taicom Preferred Shares
equal to 20% of the outstanding Class B equity interests of Taicom
on a fully-diluted basis, in exchange for 26,000,000 shares of the
Company’s common stock, par value US$.01 per share (the
“ IAO Common Stock ” ), which IAO Common
Stock equal to 13% of the outstanding equity interests of the
Company on a fully-diluted basis on June 3, 2008.
B. The
Company and Taicom signed an Amendment to Share Exchange Agreement
on December 12, 2008.
C. The
parties agree and acknowledge that based on public data available,
the Company and the subsidiaries will require some restructuring
and funding (hereinafter “Restructure”) to bring back
the public share price and restore investor confidence in the
marketplace.
D. To
effectuate such Restructure, the parties have agreed to execute
this Services Agreement and AMV shall provide short-term funding to
Company in exchange for IA Global, Inc. Preferred Stock, the terms
and conditions of which are memorialized in the Amendment to Share
Exchange Agreement Dated April 1, 2009, attached hereto as Exhibit
A and incorporated herein by this reference (“Restructure
Package”). The parties intend for the Amendment to Share
Exchange Agreement Dated April1, 2009 to amend the terms and
conditions of the Amendment to Share Exchange Agreement Dated
December 12, 2008.
E. Company
has received Board of Directors approval to the terms and
conditions of the Restructure Package; and,
F. Board
of Directors of Company shall recommend its approval and
endorsement of such Restructure Package to the shareholders of
Company.
NOW, THEREFORE
, for and in consideration of the
premises, covenants, and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties do covenant, agree,
represent, warrant, and stipulate as follows:
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A G R E E M E N T
1.
STOCK SWAP. The parties are desirous of completing a second
stock swap of 877,557 Taicom Class B Preferred Stock for 67,000,000
shares of IAO Common Stock at $0.035 per share (“Second
Swap”). For purposes of this Second Swap, the parties agree
and acknowledge the following valuation of the Taicom Class B
Preferred Stock as follows:
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Book Value of Taicom Securities
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At 3/1/2009
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JY
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1,463,422,525
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Forgivable Loan Liability
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JY
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350,000,000
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Total Swap Value of Taicom Securities
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JY
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1,813,422,515
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Conversion @97.662JY/USD (3-2-2009)
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$
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18,568,347
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The Company agrees and acknowledges
that the Taicom Class B Preferred Stock are restricted securities
and may not be resold, distributed, collateralized liquidated or
transferred to any person or entity. Further, the Company agrees
and acknowledges that such Taicom Class B Preferred Stock is being
acquired for investment for Company’s own account and not
with a view to resell or distribute any part or whole thereof. The
parties intend this transaction to qualify as a tax-free
exchange.
2.
DUE DILIGENCE PERIOD. The Company agrees and acknowledges
that AMV shall be allowed to conduct due diligence on the Company
and/or any of its subsidiaries. Such due diligence period shall
commence upon the execution of this Services Agreement and shall
conclude on or before May 31, 2009.
3.
LOAN TO IA GLOBAL UPON SATISFACTORY COMPLETION OF DUE
DILIGENCE. Upon satisfactory completion of due diligence on the
Company and/or any one of its subsidiaries, and upon shareholder
approval of the Amendment to Share Exchange Agreement dated April
1, 2009, and upon shareholder approval of this Services Agreement,
AMV shall arrange for a debt transaction with one or more third
parties for and on behalf of the Company. Such debt transaction
shall be in the sum of US$300,000 under the exact same
finder’s fee and loan terms as the loan which is currently
outstanding on the books of the Company, such terms and conditions
of such debt financing shall be more particularly enumerated in a
subsequent document. AMV shall use its best efforts to complete the
arrangement of such debt financing on or before June 3,
2009.
4.
UNSATISFACTORY COMPLETION OF DUE DILIGENCE. In the event AMV
discovers (1) a breach of any one or more of the representations
and warranties outlined in Section 5 herein; (2) that information
provided to AMV thus far has been falsified, misleading or untrue;
and/or (3) intentional or fraudulent activities by the Company have
occurred, AMV shall have a unilateral option to immediately
terminate this Services Agreement and have no further obligations
with respect to this Services Agreement and the terms and
conditions contained herein (hereinafter “Unilateral
Termination”). In the event of Unilateral Termination, the
Company shall immediately return all of the then outstanding shares
it holds of Taicom Class B Preferred Stock.
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5.
REPRESENTATIONS AND WARRANTIES OF COMPANY. Company
represents and warrants that the statements contained herein are
true and correct as of the date of this Services Agreement and will
be true and correct up and through the arrangement and completion
of the debt financing enumerated in Section 3 herein, except to the
extent such representations and warranties are specifically made as
of a particular date, in which case such representations and
warranties will be true and correct as of such date:
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a.
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Company is a corporation duly
organized, validly existing and in good standing under the laws of
its jurisdiction of incorporation. Company has all requisite
capacity, power and authority to execute, deliver and perform this
Services Agreement. No other corporate action on the part of
Company is necessary to authorize the execution and delivery by
Company of this Services Agreement or the consummation by it of the
terms and conditions contemplated herein. This Services Agreement
has been duly executed and delivered and, upon execution by
Company, will constitute a valid and legally binding obligation of
Company.
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b.
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Company is the legal and beneficial
owner of Global Hotline and all its subsidiaries and affiliated
companies, free and clear of any encumbrance or restriction on
transfer, other than restrictions reflected in a legend on the
certificates representing Global Hotline’s shares. Further,
Company intends to remain the sole owner of Global
Hotline.
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c.
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With the exception of GPlus Media,
Company is the legal and beneficial owner of a whole or partial
interest in the subsidiaries enumerated in its December 31, 2008
Form 10Q.
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d.
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Company shall retain its NYSE AMEX
listing and IA Global and its subsidiaries shall remain as a
legally operating businesses in good standing.
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e.
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The execution and deliv
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