EXHIBIT 2.2
SHARE SALE AGREEMENT DEED OF VARIATION
by and among
IA GLOBAL INC.
and
IA GLOBAL ACQUISITION CO.
and
QUIKCAT AUSTRALIA PTY LIMITED (ABN 82 106 946 043)
and
XXXXX-XXXX PONTRE
dated as of
9 February, 2005
SHARE SALE AGREEMENT DEED OF VARIATION
THIS SHARE SALE 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., ("IGA") (each being a corporation organized
and existing under the laws of the State of Delaware), QuikCAT Australia Pty
Limited (ABN 82 106 946 043) of 0/00 Xxxxx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxxx 0000
Xxxxxxxxx ("QCA") and Xxxxx-Xxxx Pontre of the same address ("Pontre")
(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 Share Sale
Agreement between the Parties dated 15 September 2004 (the "Share Sale
Agreement").
The Parties agree as follows:
SECTION 1. Definitions: In this Variation Deed:
"Asset Purchase Agreement" means the Asset Purchase Agreement between
the Company, IAO and Nanocat (Singapore) Pte Limited, dated on or about
the date of this Variation Deed.
"Effective Date" means the date of execution of the Asset Purchase
Agreement.
"Share Sale 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 Effective Date, the Parties agree that the
Share Sale Agreement is varied as follows:
(a) clause 2(b) is deleted in its entirety and replaced as follows:
"In consideration of:
(i) QCA entering into this agreement with IAO;
(ii) the issue by QCA to IAO of secured promissory notes in the
form of the promissory notes in Schedule Two (NEW QCA NOTES);
and
(iii) the payment by QCA (or procurement by QCA of payment) of the
sum of US$75,000 to IAO by wire transfer of immediately
available funds as at the date of execution of the Asset
Purchase Agreement between IA Global Inc., IA Global
Acquisition Co. and QuikCAT (Singapore) Pte Limited,
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IAO agrees that the Current QCA Notes will be of no further force or
effect and are hereby cancelled and replaced by the New QCA Notes.";
and
(b) that part of Schedule Two (New QCA Notes):
(i) containing the form headed "Redeemable Note Certificate #003"
is deleted in its entirety; and
(ii) containing the form headed "Redeemable Note Certificate #004"
is deleted in its entirety and replaced with a form of
redeemable note in all respects identical to the form of
redeemable note replaced except that the reference to
"US$75,000" shall instead be a reference to "US$25,000" in the
new substituted note,
with all other terms and conditions of the Share Sale 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 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) QCA 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 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
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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.
(f) 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.
(g) This Variation Deed may be signed in any number of counterparts and all
those counterparts together make one instrument.
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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
XXXXX-XXXX PONTRE.
By: /s/ Xxxxx Xxxx Pontre
------------------------------------
Name: Xxxxx Xxxx Pontre
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