Exhibit 10.9
SUBSCRIPTION AGREEMENT (this “Agreement”) between IA GLOBAL, INC., a Delaware
corporation (the “Company”), and MICHAEL NING , an American Citizen
and investor (the “Subscriber”).
The Company is offering for sale to the Subscriber,
on the terms and conditions set forth below, 1,000,000 shares (the
“Shares”) of the common stock of the Company (the
“Common Stock”) at a price of 20.62 Yen per share or
US$0.20 per share, or an aggregate price of 20,620,000 Yen or
approximately US$200,000 (the “Offering
Price”).
WHEREAS , the parties
are entering into a Form of Warrant Agreement by April 30, 2008
whereby the Company agrees to issue a Warrant for 1,000,000 shares
of Common Stock at $0.20 per share.
WHEREAS , the parties
may enter into a Subscription Agreement by April 30, 2008 whereby
the Company agrees to issue 1,500,000 shares of Common Stock at
$0.20 per share for $300,000.
WHEREAS , the parties
may enter into a Form of Warrant Agreement by April 30, 2008
whereby the Company agrees to issue a Warrant for 1,500,000 shares
of Common Stock at $0.20 per share.
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 the transfer from the Company,
and the Company agrees to transfer to the Subscriber, at the
Offering Price, 1,000,000 Shares of Common Stock. The Offering
Price is to be funded by Subscriber by wire transfer to the Company
by April 24, 2008 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.
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 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, 2007, as filed with
the U.S. Securities and Exchange Commission (“SEC”),
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.
1.4 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 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.
1.5 The
Subscriber represents that it is an “accredited
investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Act.
1.6 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 BE
