EXHIBIT 2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made on the 31st day of January, 2006, by and between INTER
ASSET JAPAN CO. LTD, a Japanese limited liability company (hereinafter called
"IAJ") and INTER ASSET JAPAN LBO FUND No.1 (hereinafter called "FUND"), a
Partnership formed as at October 1st, 2001, as a partnership governed by the
Civil Code of Japan.
WITNESSETH:
WHEAREAS, FUND shall sell the following shares to IAJ, and IAJ shall buy them
from FUND;
NOW, THEREFORE, in consideration of the mutual promises contained herein the
parties agree as follows:
ARTICLE 1 (Shares)
FUND shall sell the following shares to IAJ.
Class of shares:
Common stocks of IA GLOBAL, INC., (hereinafter called "GLOBAL") a
Delaware corporation.
Number of Shares:
1,846,854 shares
ARTICLE 2 (Consideration)
The consideration for the shares shall be in the amount of (Y)74,814,238.
ARTILCE 3 (Payment method and due date)
Payment method:
IAJ shall pay the consideration by offsetting the following debts of FUND
to IAJ and FUND shall accept as the payment.
FUND's Debts to IAJ Amount
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FUND's Loan payable to IAJ (Y)24,244,510
FUND's Account payable to IAJ (Y)50,569,728
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T o t a l (Y)74,814,238
Payment date:
The aforementioned offsetting of consideration and debt owed by FUND
shall be effected on the date of share holder registration notice
obtained from GLOBAL.
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ARTICLE 4 (Notice of registration for change of shareholders)
FUND and IAJ shall cooperate together, and notify GLOBAL of the fact of the
STOCK PURCHASE AGREEMENT, in order that IAJ succeed the valid ownership of
the 1,846,854 shares.
FUND and IAJ shall obtain from GLOBAL the documents of notice to the
shareholders, representing the kind and numbers of shares after the updated
registrations, to ensure their accurate registrations by GLOBAL.
ARTICLE 5 (Language and Application Laws)
This Agreement shall be excused in duplicate in the Japanese language and
the translation of this Agreement into English shall have no effect on the
interpretation of terms thereof. This Agreement shall be governed by and
constructed in accordance with the laws of Japan.
IN WITNESS, the parties have executed this STOCK PURCHASE AGREEMENT on the day
and year first above written in duplicate keeping one copy each.
IAJ :
INTER ASSET JAPAN CO., LTD
By:
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Name:
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Title:
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Address: Atago Green Hills MORI tower 35F
2-5-1,Atago,Minato-ku,Tokyo,Japan
FUND:
INTER ASSET JAPAN CO., LTD
As an Executive partner of INTER ASSET JAPAN LBO FUND No.1
By:
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Name:
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Title:
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Address: Atago Green Hills MORI tower 35F
2-5-1,Atago,Minato-ku,Tokyo,Japan
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