EXHIBIT 4.1
SUBSCRIPTION
AGREEMENT
This SUBSCRIPTION AGREEMENT
(the “Agreement”) is made by and between IA GLOBAL,
INC., a Delaware corporation (the “Company”), and
________________________ , a Japanese investor (the
“Subscriber”).
The Company is offering for sale to
the Subscriber, on the terms and conditions set forth below, a
convertible promissory note of $______________, (the
“Note”) that converts into shares (the
“Shares”) of the common stock of the Company (the
“Common Stock”) as discussed in 1.1.
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 purchase from the Company, and
the Company agrees to issue and sell to the Subscriber, the Note
that converts into _________ shares of Common Stock at $.30 per
share upon written request by the Subscriber any time after a
registration statement for the Shares to be issued pursuant to the
Note (“Registration Statement”) under the Securities
Act of 1933, as amended (the “Act”) is filed with the
U.S. Securities and Exchange Commission (“SEC”) and
declared effective until June 28 2008. On June 28, 2008, the Note
is automatically converted into shares of Common Stock equal to 25%
discount to the trailing five day average prior to June 28, 2008.
The Note 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. The Note pays a 7.5% interest
payment per annum in cash. The Note will be issued to the
Subscriber as soon as practicable after the receipt and collection
by the Company of payment for the Note and satisfaction of the
conditions set forth in Section 2.3 hereof.
1.2 The
Subscriber recognizes that the purchase of the Note 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 SEC, (ii) Quarterly Report on Form 10-Q for the fiscal period
ended March 31, 2005, (iii) Current Reports on Form 8-K, and (iv)
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 Note and Shares for
which the Note is convertible have 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 Act pursuant to Section 4(2) thereof; (ii) the
issuance of the Shares upon conversion of the Note has not been
qualified under any state securities laws on the grounds that the
sale of the Note and the conversion thereof into 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 Note is 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 Note, upon
issuance, will not be registered under the Act and may be required
to be held indefinitely unless it is subsequently registered under
the Act, or an exemption from such registration is
available.
1.6&n
