EXHIBIT 10.7
SUBSCRIPTION AGREEMENT between IA
GLOBAL, INC., a Delaware corporation (the
"Company"), and PBAA FUND LTD., a British
Virgin Islands limited liability company
(the "Subscriber")
____________________
The Company is offering for sale to the Subscriber, on the terms and
conditions set forth below, 13,333,333 shares (the "Shares") of the common stock
of the Company (the "Common Stock") at a price of US$0.15 per share, or an
aggregate price of US$2,000,000 (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,
13,333,333 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, 2002, as filed with the U.S. Securities and Exchange Commission
("SEC"), and its (ii) Quarterly Report on Form 10-Q for the fiscal period ended
March 31, 2003, 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 the Offering has not been
reviewed by the SEC because of the Company's representation that it is intended
to be a non-public offering pursuant to Section 4(2) of the U.S. Securities Act
of 1933, as amended (the "Act"). The Subscriber represents that the Shares are
being purchased for its own account, for investment and not for public
distribution. 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 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 registered under the U.S.
Securities Act of 1933, as amended, and may not be
sold, offered for sale, assigned, transferred or
otherwise disposed of to any person or entity who is
a citizen, resident or domiciliary of the United
States of America, its territories or possessions, or
of the Commonwealth of Puerto Rico, unless registered
pursuant to the provisions of that Act or an opinion
of counsel to the Company is obtained stating that
such disposition is in compliance with an available
exemption from such registration."
II. REPRESENTATION AND WARRANTIES BY THE COMPANY
The Company represents and warrants to the Subscriber as follows:
2.1 The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company has the
corporate power and authority to own, lease and operate its properties and to
conduct the business which it presently conducts. The Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, except for such
jurisdictions where the failure to be so qualified or in good standing would not
have a material adverse effect on the condition, financial or otherwise, or on
the results of operations, business affairs or business prospects of the
Company.
2.2 The execution, delivery and performance of this Agreement by the
Company (a) has been duly authorized and approved by the Board of Directors of
the Company and all other necessary corporate action on the part of the Company
in connection therewith has been taken and (b) will not conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to (i) the charter documents or by-laws of the Company, (ii)
any material contract, indenture, mortgage, loan agreement, note, lease or other
agreement or instrument to which the Company is a party or by which it may be
bound or to which any of its properties may be subject or (iii) any law,
administrative regulation or court decree applicable to or binding
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upon the Company. This Agreement has been duly and validly executed and
delivered by the Company and constitutes the legal, valid and binding agreement
of the Company, enforceable in accordance with its terms, except that (i) any
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or similar laws from time to time in effect and affecting the rights of
creditors generally and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceedings therefor may be
brought.
2.3 The Shares have been duly and validly authorized by the Board of
Directors of the Company but have not as yet been authorized by the Company's
stockholders as required by applicable Delaware law nor has their sale to the
Subscriber been approved by such stockholders pursuant to the rules of the
American Stock Exchange Inc. The Company covenants and agrees to convene a
special meeting of its stockholders on or before December 31, 2003 to consider
and vote upon proposals to (i) increase the authorized shares of Common Stock of
the Company to not less than one hundred million (100,000,000) in number, and
(ii) approve the sale of the Shares to the Subscriber, and will exert its best
efforts to cause a majority in equity interest of its stockholders to vote in
favor of each such proposal thereat. No authorization, approval or consent of
any court, governmental authority or agency is necessary in connection with the
issuance by the Company of the Shares.
2.4 The Disclosure Documents are true, correct and complete in all
material respects, and do not contain an untrue statement of material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.
2.5 Since the respective dates as of which information was given in the
Disclosure Documents, except as otherwise stated therein: (i) there has been no
material adverse change in the financial condition, or in the results of
operations, affairs or prospects of the Company, whether or not arising in the
ordinary course of business; and (ii) there have been no transactions entered
into by the Company, other than those in the ordinary course of business, which
are material to the Company.
III. ABSENCE OF REGISTRATION RIGHTS
3.1 No rights to registration of the Shares under the Act are being
granted by the Company to the Subscriber.
IV. MISCELLANEOUS
4.1 Any notice, request, advice, consent or other communication given
hereunder shall be given in writing and sent by overnight delivery service or
registered or certified mail, return receipt requested, and addressed as
follows: if to the Company, to it at 000 Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxxxx 00000 Xxxxxx Xxxxxx of America, Attention: Secretary; and
if to the Subscriber, to it at its address indicated below its signature to this
Agreement. Notices so given shall be deemed to have been given on the earlier to
occur of actual receipt or three business days after the date of such mailing,
except for notices of change of address, which shall be deemed to have been
given when received.
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4.2 This Agreement shall not be changed, modified or amended except by
a writing signed by the parties hereto.
4.3 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them.
4.4 References herein to a person or entity in either gender include
the other gender or no gender, as appropriate.
4.5 This Agreement and its validity, construction and performance shall
be governed in all respects by the laws of the State of New York.
4.6 This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year set forth below.
IA GLOBAL, INC.
By: /s/ Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
and President
June 30, 2003
Date of Acceptance
of Subscription
PBAA FUND LTD.
By: /s/ Xxxxxx Xxxxx
Title: Director
Xxxx Xxxxx Building, 2nd Fl
000 Xxxxxxxxxx Xxxxx
Wickams Cay
Road Town, Tortola
British Virgin Islands
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Address
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