AMENDMENT TO OPTION EXERCISE, TRANSITION AND CONSOLIDATION AGREEMENT IA GLOBAL, INC QUIKCAT AUSTRALIA PTY LTD MARIE-ROSE PONTRÉ NANOCAT TECHNOLOGIES PTE LTD email@gtlaw.com.au www.gtlaw.com.au Telephone + 61 2 9263 4000 Facsimile + 61 2 9263 4111
Exhibit 2.2
AMENDMENT TO OPTION
EXERCISE, TRANSITION AND
IA GLOBAL, INC
QUIKCAT AUSTRALIA PTY LTD
XXXXX-XXXX PONTRÉ
NANOCAT TECHNOLOGIES PTE LTD
0 Xxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
xxxxx@xxxxx.xxx.xx xxx.xxxxx.xxx.xx Telephone + 00 0 0000 0000 Facsimile + 61 2 9263 4111
DEED OF AGREEMENT DATED 5 SEPTEMBER 2005
PARTIES
1. |
IA GLOBAL INC a corporation organized under the laws of the State of Delaware of 000 X. Xxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000 Xxxxxx Xxxxxx of America (IAO) |
2. |
QUIKCAT AUSTRALIA PTY LTD (ABN 82 106 946 043) of 0/00 Xxxxx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx (QCA) |
3. |
XXXXX-XXXX PONTRÉ of 0/00 Xxxxx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx (Pontré) |
4. |
NANOCAT TECHNOLOGIES PTE LTD Reg. No. 200206435N a company incorporated under the law of Singapore of 000X Xxxxxxx Xxxxx Xxxx, Xxxxxxxxx 000000 (NanoCAT) |
WHEREAS, the Parties entered into the Option Exercise, Transition and Consolidation Agreement (the “Consolidation Agreement”) dated May 28, 2005; and
WHEREAS, the Parties desire to cooperatively agree to review the patent assignment to QCA pursuant to the Internet Accelerator Assignment Agreement dated 15 September 2004.
NOW THEREFORE, in consideration of the mutual covenants and promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties each intending to be legally bound, agree to amend the Consolidation Agreement as follows:
Variation of Option - Payment due on Exercise of the Option and Option Exercise Date
1. |
Section 2.2 (c) of the Consolidation Agreement is amended as follows: |
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(a) |
Delete the existing clause 2.2 (c) in its entirety; and |
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(b) |
Replace with a new clause 2.2 (c) as follows: |
“as to US$145,000, on or before September 23, 2005.”
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Performance of North American Contracts from the Option Exercise Date
2. |
Section 2.3 (a) of the Consolidation Agreement is amended as follows: |
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(a) |
Delete the existing clause 2.3 (a) in its entirety; and |
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(b) |
Replace with a new clause 2.3 (a) as follows: |
“Notwithstanding clauses 3.4 and 3.5 of the Internet Accelerator Assignment Agreement, during the period from execution of this Agreement to September 30, 2005 (the Transition Phase) the following transitional provisions will apply:”
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(c) |
For the sake of clarity, the existing clauses 2.3 (a) i and 2.3 (a) ii of the Consolidation Agreement remain unchanged. |
3. Except as expressly amended herein, there are no other amendments, implied or otherwise, to the Consolidation Agreement or any other agreement between the parties.
4. Nothing in this Agreement affects the continuing operation of provisions of the Consolidation Agreement, except to the extent expressly stated otherwise in this Agreement.
5. This agreement may be executed in any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument.
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IN WITNESS WHEREOF each of the parties hereto executes this Agreement as of September 5, 2005.
SIGNED AND DELIVERED by
/s/ XXXX XXXXX Signature of Director and Authorised
September 5, 2005 Date |
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SIGNED AND DELIVERED by
/s/ XXXX XXXXXXX Signature of Director and Authorised
September 5, 2005 Date |
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SIGNED AND DELIVERED by
__________________________________ Witness
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/s/ XXXXX-XXXX XXXXXX XXXXX-XXXX XXXXXX
September 5, 2005 Date |
SIGNED AND DELIVERED by
/s/ XXXXXX XXXXX Signature of Director and Authorised
September 5, 2005 Date |
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