EXHIBIT 2.3
SUBSCRIPTION AGREEMENT between IA
GLOBAL, INC., a Delaware corporation
(the "Company"), and HIROKI ISOBE, a
Japanese individual (the "Subscriber")
The Company is offering for sale to the Subscriber, on the terms
and
conditions set forth below, 826,772 shares
(the "Shares") of the common stock of
the Company (the "Common Stock") at a price
of US$0.254 per share, or an
aggregate price of US$210,000 (the
"Offering Price").
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the
parties hereby agree as follows:
I.
SUBSCRIPTION FOR SHARES; REPRESENTATIONS BY SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth,
the
Subscriber hereby subscribes for and agrees
to purchase from the Company, and
the Company agrees to issue and sell to the
Subscriber, at the Offering Price,
826,772 Shares of Common Stock. The
Offering Price is payable by wire transfer
to the Company in accordance with
instructions to be given by the Company to the
Subscriber at the time the Shares are
subscribed for. Certificates evidencing
the Shares will be issued 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 Shares
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, 2003, 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, 2004 and June 30, 2004 and
Form 8-K dated October 7, November 1
and November 8, 2004, 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.
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1.5 The Subscriber hereby acknowledges that (i) the Offering and
the
sale of the Shares have not been 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 Shares
has not been qualified under any state
securities laws on the grounds that the
Offering 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 Shares 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 Shares,
upon their issuance, 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
Shares shall bear a legend in substantially
the following form:
"The shares of Common Stock represented by this certificate
have not been
