EXHIBIT 2.3
INTERNET ACCELERATOR ASSIGNMENT AGREEMENT DEED OF VARIATION
by and among
IA GLOBAL, INC.
and
IA GLOBAL ACQUISITION CO.
and
NANOCAT TECHNOLOGIES PTE LIMITED
dated as of
9 February, 2005
INTERNET ACCELERATOR ASSIGNMENT AGREEMENT DEED OF VARIATION
THIS INTERNET ACCELERATOR ASSIGNMENT AGREEMENT DEED OF VARIATION
("Variation Deed") is made and entered into as of this 9th day of February, 2005
between IA Global Inc., ("IAO"), IA Global Acquisition Co., (the "IGA") (each
being a corporation organized and existing under the laws of the State of
Delaware) and QuikCAT Australia Pty Limited (ABN 82 106 946 043) ("QCA") of 0/00
Xxxxx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx (collectively, the
"Parties" and each a "Party"). All capitalized terms used in this Variation Deed
but not otherwise defined shall have the respective meanings ascribed to them in
the Internet Accelerator Assignment Agreement between the Parties dated 15
September 2004 (the "Internet Accelerator Assignment Agreement").
THE PARTIES AGREE as follows:
SECTION 1. Definitions: In this Variation Deed:
"Asset Purchase Agreement" means the Asset Purchase Agreement between
IGA, IAO and Nanocat Technologies (Singapore) Pte Ltd, dated on or
about the date of this Variation Deed.
"Closing Date" has the meaning given to it in the Asset Purchase
Agreement.
"Internet Accelerator Assignment Agreement" has the meaning given to it
in the preamble to this Variation Deed.
"Taxes" has the meaning given to it in the Asset Purchase Agreement.
SECTION 2. Variation: On and from the Closing Date, the Parties agree that the
Internet Accelerator Assignment Agreement is varied by deleting clause 3.2 in
its entirety and replacing it as follows:
"3.2 Exercise of Option
The Option is deemed exercised by QCA by and on Closing of the Asset
Purchase Agreement and the Closing Date of the Asset Purchase Agreement
is the "Option Exercise Date". Payment of the sum of US$213,000
referred to in clause 3.1 of the Internet Accelerator Assignment
Agreement must be made by QCA and received by IGA no later than 15
March 2005.",
with all other terms and conditions of the Internet Accelerator Assignment
Agreement continuing to apply.
SECTION 3. REPRESENTATIONS AND WARRANTIES:
(a) Each Party represents and warrants to each other Party that it has full
power and authority to enter into and perform its obligations under this
Variation Deed, it has taken all necessary
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action to authorise the signing, delivery and performance of this Variation Deed
in accordance with its terms and this Variation Deed constitutes its legal,
valid and binding obligations and is enforceable in accordance with its terms.
(b) No Party has entered into this Variation Deed in reliance on any
representation, warranty, promise or statement made by another Party, or any
other person on behalf of a Party, other than those set out in this Variation
Deed.
SECTION 4. TAX, COSTS AND EXPENSES:
(a) The Company must pay any Taxes which arise from or in relation to this
Variation Deed.
(b) Subject to sub-section (a) above, each Party must pay its own costs of
preparing and negotiating this Variation Deed and of performing its obligations
under it, unless this Variation Deed provides otherwise.
SECTION 5. GENERAL
(a) The laws of the State of Delaware, U.S.A. govern this Variation Deed and
each Party irrevocably and unconditionally submits to the exclusive jurisdiction
of the courts of that state.
(b) This Variation Deed may be amended only by a written document signed by the
Parties. A waiver of a provision of this Variation Deed or a right or remedy
arising under it, including this clause, must be in writing and signed by the
Party granting the waiver. A single or partial exercise of a right does not
preclude a further exercise of that right or the exercise of another right.
Failure by a Party to exercise a right or delay in exercising that right does
not prevent its exercise or operate as a waiver. A waiver is only effective in
the specific instance and for the specific purpose for which it is given.
(c) The rights and remedies of a Party under this Variation Deed do not exclude
any other right or remedy provided by law.
(d) Each Party must do all things necessary to give full effect to this
Variation Deed and the transactions contemplated by it.
(e) This Variation Deed supersedes all previous agreements about its subject
matter and embodies the entire agreement between the Parties.
(g) A Party may not assign this Variation Deed or otherwise transfer the benefit
of it or a right or remedy under it, without the prior written consent of the
other Parties.
(h) This Variation Deed may be signed in any number of counterparts and all
those counterparts together make one instrument.
[Signatures appear on the following page]
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SIGNED SEALED AND DELIVERED as a deed.
IA GLOBAL, INC.
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
IA GLOBAL ACQUISITION CO.
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
QUIKCAT AUSTRALIA PTY LIMITED.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Chairman
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