EXHIBIT 1
SHARE SALE AGREEMENT ("AGREEMENT") between INTER ASSET JAPAN K.K., a Japanese
corporation ("VENDOR"), and DJ CAPITAL HOLDINGS LIMITED ACN 113 288 403 an
Australian investor ("PURCHASER").
BACKGROUND
A. The Vendor is offering for sale to the Purchaser, on the terms and
conditions set forth below, 1,000,000 shares ("SHARES") of the common
stock ( "COMMON STOCK") of IA Global Inc., ("COMPANY") a Delaware
corporation at a price of JPY30 per share or an aggregate price of
JPY30,000,000 ("SALE PRICE").
B. The parties wish to record the arrangements between them by executing
this Agreement.
OPERATIVE SECTION
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereby agree as follows:
I. SALE AND PURCHASE AND PURCHASER REPRESENTATIONS
1.1 Subject to the terms and conditions set forth in this Agreement, the
Purchaser hereby agrees to purchase from the Vendor, and the Vendor
agrees to transfer to the Purchaser, at the Sale Price, 1,000,000
Shares of Common Stock.
1.2 The Sale Price will be paid by Purchaser by wire transfer to the Vendor
by April 5, 2007 in accordance with instructions to be given by the
Vendor to the Purchaser.
1.3 Certificates evidencing the Shares will be transferred to the Purchaser
as soon as practicable after receipt and collection by the Vendor of
payment for the Shares and satisfaction of the conditions set forth in
Section 2.3 hereof.
1.4 The Purchaser recognizes that the purchase of Common Stock in the
Company 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.
1.5 The Purchaser 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.
1.6 The Purchaser acknowledges that it:
(i) has prior investment experience such that it is able to
evaluate the merits and risks of an investment in the Vendor,
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;
(ii) recognizes the speculative nature of this investment; and
(iii) is able to bear the economic risk it hereby assumes;
(iv) has sighted a copy of the Company's
(A) Annual Report on Form 10-K for the year ended
December 31, 2006, as filed with the U.S. Securities
and Exchange Commission ("SEC"), and
(B) Quarterly Reports on Form 10-Q for the fiscal periods
ended March 31 and June 30, 2006 and September 30,
2006 and other documents as filed with the SEC, are
collectively referred to as the "Disclosure
Documents."
(v) is able to bear the economic risk it hereby assumes;
(vi) or its representative(s) have read the Disclosure Documents;
and
(vii) 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
Vendor's affairs and prospects.
1.7 The Purchaser represents that the Common Stock are being purchased for
its own account, for investment and not with a view to, or for resale
in connection with, any distribution or public offering thereof, within
the meaning of the U.S. Securities Act of 1933, as amended ("ACT") or
applicable state securities laws.
1.8 The Purchaser represents that it is an "accredited investor" as that
term is defined in Rule 501 of Regulation D promulgated under the Act.
1.9 The Purchaser represents that it has the full right, power and
authority to enter into and perform the Purchaser's obligations
hereunder and this Agreement constitutes a valid and binding obligation
of the Purchaser 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 therefore may be brought.
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II. REPRESENTATION AND WARRANTIES BY THE VENDOR
The Vendor represents and warrants to the Purchaser as follows:
2.1 The Vendor is a corporation duly organized, validly existing and in
good standing under the laws of Japan. The Vendor has the corporate
power and authority to own, lease and operate its properties and to
conduct the business which it presently conducts. The Vendor 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 Vendor.
2.2 The execution, delivery and performance of this Agreement by the
Vendor:
(i) has been duly authorized and approved by the Board of
Directors of the Vendor and all other necessary corporate
action on the part of the Vendor in connection therewith has
been taken and
(ii) 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
Vendor pursuant to:
(A) the charter documents or by-laws of the Vendor;
(B) any material contract, indenture, mortgage, loan
agreement, note, lease or other agreement or
instrument to which the Vendor is a party or by which
it may be bound or to which any of its properties may
be subject; or
(C) any law, administrative regulation or court decree
applicable to or binding upon the Vendor.
2.3 This Agreement has been duly and validly executed and delivered by the
Vendor and constitutes the legal, valid and binding agreement of the
Vendor, 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 therefore may be brought.
2.4 The Shares are sold free from all charges, encumbrances, options and
adverse interests of any kind.
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III. MISCELLANEOUS
3.1 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:
(i) if to the Vendor, to it at the following address
(ii) and if to the Purchaser, to it at the following address:
Xxxxx 0, 0 Xxxxxxxxx Xxxxx
Xxxxxxx XXX 0000
XXXXXXXXX
Facsimile no: 0011 61 7 5556 7901
3.2 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.
3.3 This Agreement shall not be changed, modified or amended except by a
writing signed by the parties hereto.
3.4 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.
3.5 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.
3.6 References herein to a person or entity in either gender include the
other gender or no gender, as appropriate.
3.7 This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of Queensland, Australia.
3.8 This Agreement may be executed in counterparts.
3.9 The Vendor and the Purchaser shall take all actions, sign all documents
and do all things necessary to give effect to the transfer of the
Shares to the Purchaser as set out in this Agreement.
3.10 Time is of the essence in relation to any obligation under this
Agreement.
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Executed as an Agreement this 5th day of April 2007.
EXECUTED BY INTER ASSET JAPAN K.K.
Signed: (sign here) /s/ Kyo Nagae (sign here)
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Name: Kyo Nagae
Title: Director
EXECUTED by DJ CAPITAL HOLDINGS LIMITED ACN 113 288 403 in accordance with
section 127 of the Corporations Act by being signed by:
Signature /s/ Xxxxxxxx Xxxxxx
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Full name of signatory Xxxxxxxx Xxxxxx
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Office held: Director
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