K ENTER HOLDINGS INC. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production • Delaware
In Witness Whereof, the parties hereto have executed the Series A Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof.
K ENTER HOLDINGS INC. SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a-1 Convertible Preferred Stock Purchase Agreement • October 25th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production • Delaware
In Witness Whereof, the parties hereto have executed the Series A-1 Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof.
SHARE PURCHASE AGREEMENT Seller King Bear Film LLC Purchaser K Enter Holdings Inc. January 31, 2024Share Purchase Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on this 31 day of January, 2024 (“Execution Date”) by and between:
Real Estate Lease AgreementReal Estate Lease Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
With respect to the real estate identified below, both the Lessor and the Lessee shall enter into this Lease Agreement as follows:
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • September 30th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
THIS SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of September [24], 2024 (the “Effective Date”), by and between:
Consumer Cash Loan AgreementConsumer Cash Loan Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
Creditor K Enter Holdings South Korea Corporate Office (hereinafter called as the “A”) and Debtor Studio V Plus (hereinafter called as the “B”) shall enter into a Consumer Cash Loan Agreement on September 6, 2023 as follows.
Planning and Development Investment AgreementPlanning and Development Investment Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
K Enter Holdings Inc, headquartered at 1 6192 Coastal Highway, Lewes, Delaware 19958, County of Sussex (hereinafter referred to as “K Enter”), and Anseilen (hereinafter referred to as “the Production Company”), agree to enter into this Planning and Development Investment Agreement (hereinafter referred to as “this Agreement”) related to the planning and development of a drama.
Real Estate Sublease AgreementReal Estate Sublease Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
With respect to the real estate identified below, both the sub-Sublessor and the sub-Sublessee shall enter into this sub-lease Agreement as follows:
TERMINATION AND AMENDMENT TO THE SHARE PURCHASE AGREEMENT AND THE SHAREHOLDERS AGREEMENTShareholder Agreements • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
This TERMINATION AND AMENDMENT TO THE SHARE PURCHASE AGREEMENT AND THE SHAREHOLDERS AGREEMENT (this “Amendment”) is made and entered into on this 31 day of January 2024 by and among:
Loan AgreementLoan Agreement • July 1st, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
The lender (Lee, YoungJae) (hereinafter Party “A”) and borrower K Enter Holdings Inc. (hereinafter “Party B”) enter into a loan agreement on May 3, 2024.
Loan AgreementLoan Agreement • July 1st, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
The lender [Lee, YoungJae] (hereinafter Party “A”) and borrower [K Enter Holdings Inc Korea Branch] (hereinafter “Party B”) enter into a loan agreement on April 22, 2024.
SHARE PURCHASE AGREEMENT between Cho, Hyeongseok as Seller and K Enter Holdings Inc. as Purchaser March 31, 2023 SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 29th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
WHEREAS, as of the Execution Date, the Seller is the owner of 83,418 shares of common stock with par value of KRW 5,000 per share of Play Company Co., Ltd., a company having its principal place of business at 20th Fl., Building A Business Tower, Nuriggum Square Bldg. (Sangam-dong), 396 World Cup buk-ro, Mapo-gu, Seoul, Korea (the “Company”);
Termination AgreementTermination Agreement • October 25th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
This Termination Agreement, hereinafter referred to as “Agreement,” is made and entered into this 30th day of September, 2024 (the “Effective Date”), by and between the following parties:
Loan AgreementLoan Agreement • July 1st, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
The lender [Lee, YoungJae] (hereinafter Party “A”) and borrower [K Enter Holdings Inc Korea Branch] (hereinafter “Party B”) enter into a loan agreement on April 23, 2024.
Loan Extension AgreementLoan Extension Agreement • October 25th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
This Loan Extension Agreement is an agreement to extend the borrowing period of the Loan Agreement, dated April 22, 2024 (the “Loan Agreement”), between Lee Young-Jae, as lender, (hereinafter referred to as “Party A”) and Holdings Korean Branch, as borrower (hereinafter referred to as “Party B”). On April 22, 2024, Party A lent 180,000,000 KRW to K Enter Holdings, and on May 3, 2024, K Enter Holdings repaid 100,000,000 KRW of the borrowed amount, leaving a remaining loan balance of 80,000,000 KRW. As the maturity of the existing loan agreement has approached, Party A and Party B hereby enter into this Loan Extension Agreement to extend the maturity of the Loan Agreement as detailed below as of October 23, 2024.
ContractExtension and Amendment Agreement to the Convertible Bond • August 23rd, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
THIS BOND AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Loan AgreementLoan Agreement • July 1st, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
The lender [Bidangil Pictures Co., Ltd] (hereinafter Party “A”) and borrower [K Enter Holdings Inc Korea Branch] (hereinafter “Party B”) enter into a loan agreement on April 26, 2024.
TERMINATION AGREEMENT AND RE-PURCHASE OPTION AGREEMENTTermination Agreement and Re-Purchase Option Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
Share Purchase AgreementShare Purchase Agreement • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
This Stock Purchase Agreement (hereinafter referred to as the “Agreement”) is entered into on January 31, 2024, (hereinafter referred to as the “Agreement Date”) by and between the following parties.
ContractConvertible Bond Agreement • January 29th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production • Delaware
THIS BOND AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Loan AgreementLoan Agreement • August 23rd, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
The lender [Global Star Acquisition I LLC] (hereinafter Party “A”) and borrower [K Enter Holdings Inc.] (hereinafter “Party B”) enter into a loan agreement on August 19, 2024
EQUITY PURCHASE AGREEMENT Sellers Choi, Pyungho Lee, Youngjae Song, Hyojeong CY Holdings Co., Ltd. Park, Soogyeong Hyun, Nayoung Lee, Myeonghyeon Kim, Minsoo Purchaser K Enter Holdings Inc. March 31, 2023Equity Purchase Agreement • January 29th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
Agreement on Termination of Legal Advisory AgreementTermination of Legal Advisory Agreement • October 25th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
In connection with the legal advisory agreement between K Enter Holdings Inc. (“Client”) and BAE, Kim & Lee LLC (“BKL”), Client and BKL hereby agree:
ContractEngagement Agreement • October 25th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
Amendment Agreement THIS AMENDMENT AGREEMENT (this "Amendment") s made and entered into as of this 30th day of September 2024 by and among K Enter Holdings Inc. (the "Holdings"), KPMG Samjong Accounting Corp. ("KPMG") and GF Korea Co., Ltd. ("GFK") (Each referred to individually as a "Party" and collectively as the "Parties") and amends the Engagement Agreement dated March 10, 2023 (the "Original Agreement") and the Amendment Agreement dated May 30, 2024 (the "First Amendment") by and among the Holdings and KPMG. The Parties hereto agree to amend the Original Agreement and the First Amendment, as follows: 1. TRANSFER OF RIGHTS AND DUTIES In accordance with Clause 8.1. of the Original Agreentent, KPMG hereby consents to the transfer of all rights and duties of the Holdings under the Original Agreement and the First Amendment to GFK, a major shareholder of the Holdings. As a result, the Holdines is fully I and unconditionally released from alJ rights and duties under the Original Agreeme
ContractConvertible Bond • March 26th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production • Delaware
THIS BOND AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractEngagement Agreement • October 25th, 2024 • K Wave Media Ltd. • Services-allied to motion picture production
Amendment AgreementTHIS AMENDMENT AGREEMENT (this "Amendment") is made and entered into as of this [30] day of [September] 2024, by and among K Enter Holdings Inc. (the "Holdings"), KPMG Samjong Accounting Corp. ("KPMG") and GF Korea Co., Ltd. ("GFK") (each referred to individually as a "Party" and collectively as the "Parties"') and amends the Engagement Agreement dated April [26],2023 (the "Original Engagement Letter") and the Amended Engagement Letters dated between July2023 and August 2024 (the "Amended Engagement Letters" and collectively with the "Original Engagement Letter" referred to as the "Engagement Letters") by and among the Holdings and KPMG.The Parties hereto agree to amend the Engagement Letters as follows:1. TRANSFER OF RIGHTS AND DUTIESKPMG hereby consents to the transfer of all rights and duties of the Holdings under the Engagement Letters shall be transferred to GFK. As a result, the Holdings is fully and unconditionally released from all rights and duties under the
