Exhibit 10.1
IA GLOBAL, INC.
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this “Agreement”) between IA GLOBAL, INC. , a Delaware
corporation (the “Company”), and Alan Elisofon, an
individual American investor (the
“Subscriber”).
The Company is offering for sale to the Subscriber,
on the terms and conditions set forth below, 125,000 shares (the
“Shares”) of the common stock of the Company (the
“Common Stock”) at a price of US $0.28 per share, or an
aggregate price of US $35,000 (the “Offering
Price”).
NOW THEREFORE, in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereby agree as follows:
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I.
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NOTE SUBSCRIPTION; REPRESENTATIONS BY
SUBSCRIBER
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1.1 Subject to the terms and conditions
hereinafter set forth, the Subscriber hereby subscribes for and
agrees to transfer from the Company, and the Company agrees to
transfer to the Subscriber, at the Offering Price, 125,000 Shares
of Common Stock. The Offering Price is to be funded by Subscriber
by check to the Company in accordance with instructions to be given
by the Company to the Subscriber. Certificates evidencing the
Shares will be transferred to the Subscriber as soon as practicable
after receipt and collection by the Company of payment for the
Shares and satisfaction of the conditions set forth in Section 2.3
hereof (the “Closing”).
1.2 The Subscriber recognizes that the
purchase of Common Stock entails elements of risk in that (i) the
Subscriber may not be able to readily liquidate its investment;
(ii) transferability is restricted; and (iii) in the event of a
disposition, the Subscriber could sustain the loss of his entire
investment.
1.3 The Subscriber acknowledges that he
has prior investment experience such that he is able to evaluate
the merits and risks of an investment in the Company, or that he
has employed the services of an investment advisor to read the
Disclosure Documents (as hereinafter defined) and to evaluate the
merits and risks of such an investment on his behalf; that he
recognizes the speculative nature of this investment; and that he
is able to bear the economic risk it hereby assumes. The
Company’s (i) Annual Report on Form 10-K for the year
ended December 31, 2006, as filed with the U.S. Securities and
Exchange Commission (“SEC”), and its (ii) Quarterly
Report on Form 10-Q for the quarterly periods ended March 31, 2007
and June 30, 2007 and other documents as filed with the SEC, are
collectively referred to as the “Disclosure Documents.”
The Subscriber acknowledges that he or his representative(s) have
read the Disclosure Documents. The Subscriber also acknowledges
that he and his representative(s) have been afforded the
opportunity to make, and has made, all inquiries as he and his
representatives deemed appropriate with respect to the
Company’s affairs and prospects.
1.4 The Subscriber hereby acknowledges
that (i) the Common Stock has not been approved by the American
Stock Exchange (“AMEX”) or reviewed by the SEC by
reason of the Company’s intention that the Offering be a
transaction exempt from the registration and prospectus delivery
requirements of the U.S. Securities Act of 1933, as amended (the
“Act”) pursuant to Section 4(2) thereof; (ii) the
issuance of the Common Stock has not been qualified under any state
securities laws on the grounds that the Common Stock and the sale
of the Shares contemplated hereby are exempt there from; and (iii)
the foregoing exemptions are predicated on the Subscriber’s
representations set forth herein. The Subscriber represents that
the Common Stock are being purchased for his own account, for
investment and not with a view to, or for resale in connection
with, any distribution or public offering thereof, within the
meaning of the Act or applicable state securities laws. The
Subscriber understands that the Common Stock, upon their transfer,
will not be registered under the Act and may be required to be held
indefinitely unless they are subsequently registered under the Act,
or an exemption from such registration is available.
1.5 The Subscriber represents that he is
an “accredited investor” as that term is defined in
Rule 501 of Regulation D promulgated under the Act.
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1.6 The Subscriber is obtaining such
Shares solely for his own account and beneficial interest for
investment and not for sale or with a view to, or for resale in
connection with, the distribution thereof, has no present intention
of selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the
Shares, and does not presently have any reason to anticipate a
change in such intention.
1.7 The Subscriber understands that the
Shares are characterized as “restricted securities”
under the Act, inasmuch as they are being acquired from the Company
in a transaction not involving a public offering and that under the
Act and applicable regulations thereunder such securities may be
resold without registration under the Act only in certain limited
circumstances. In this connection, the Subscriber represents that
he is familiar with Rule 144 under the Act, as presently in effect,
and understands the resale limitations imposed thereby and by the
Act. The Subscriber acknowledges that the certificate representing
the Common Stock shall bear a legend in substantially the following
form:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF
SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE
SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, OR (III)&
