Exhibit 10.5
SUBSCRIPTION AGREEMENT
between IA GLOBAL, INC., a
Delaware corporation (the “Company”), and Hiroaki
and Yumiko Honda , an individual Japanese investor (the
“Subscriber”)
The Company is offering for sale to
the Subscriber, on the terms and conditions set forth below,
350,000 shares (the “Shares”) of the common stock of
the Company (the “Common Stock”) at a price of US$0.17
per share, or an aggregate price of US$59,500 (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, 350,000 Shares of Common Stock. The Offering Price is to be
funded by Subscriber by wire transfer to the Company by July 25,
2005 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 Purchased Shares
and satisfaction of the conditions set forth in Section 2.3
hereof.
1.2 The
Subscriber recognizes that the purchase of Common Stock entails
elements of risk in that (i) it may not be able to readily
liquidate its investment; (ii) transferability is restricted; and
(iii) in the event of a disposition, it could sustain the loss of
its entire investment.
1.3 The
Subscriber represents that it is neither a citizen, resident or
domiciliary of the United States of America, its territories or
possessions, nor of the Commonwealth of Puerto Rico.
1.4 The
Subscriber acknowledges that it has prior investment experience
such that it is able to evaluate the merits and risks of an
investment in the Company, or that it 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 its behalf; that it recognizes the speculative
nature of this investment; and that it 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, 2004, as filed with
the U.S. Securities and Exchange Commission (“SEC”),
and its (ii) Quarterly Reports on Form 10-Q for the fiscal periods
ended March 31, 2005 and other documents as filed with the SEC, are
collectively referred to as the “Disclosure Documents.”
The Subscriber acknowledges that it or its representative(s) have
read the Disclosure Documents. The Subscriber also acknowledges
that it and its representative(s) have been afforded the
opportunity to make, and has made, all inquiries as it and its
representatives deemed appropriate with respect to the
Company’s affairs and prospects.
1.5 The
Subscriber hereby acknowledges that (i) the Common Stock has not
been approved by 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 its 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.
1.6 The
Subscriber represents that it is an “accredited
investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Act.
1.7 The
Subscriber acknowledges that the certificate representing the
Common Stock shall bear a legend in substantially the following
form:
“The Common Stock represented
by this certifica
