Exhibit 10.9
AGREEMENT OF RIGHT OF FIRST REFUSAL
WiderThan Co., Ltd. (the "Company") and _____________ ("Shareholder") have
agreed on the conclusion of the right of first refusal of the shares of the
Company held by the Shareholder (the "Shares") as the following:
1. Definitions
(1) The "Shares" refer to common shares of the Company held by the
Shareholder.
(2) The "Expected Transaction Price" refers to the price at which the
Shareholder intends to transfer the Shares to a third party.
(3) The "Right of First Refusal" refers to the right of the Company to
have priority over others in purchasing the Shares held by the
Shareholder.
2. Scope of agreement
(1) In case the Shareholder intends to transfer all or a part of the
Shares to a third party, the Shareholder must notify the Company of
the Expected Transaction Price, transferee, and transaction timing in
advance.
(2) The Company can purchase the Shares from the Shareholder or designate
an entity to purchase the Shares at the Expected Transaction Price
prior to purchase by any other entities.
(3) The Company must notify the Shareholder whether it would exercise or
waive the right of first refusal within two weeks from the date the
Shareholder notified the Company of the transfer of the Shares.
(4) In case the Company notified its willingness to exercise the Right of
First Refusal, the Company or the entity designated by the Company
shall immediately conclude a share purchase agreement with the
Shareholder and make payment for the Shares.
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(5) In case the Company waives its Right of First Refusal, the Shareholder
should transfer to intending purchaser(s) all or a part of the Shares
at a price no less than the Expected Transaction Price previously
notified to the Company.
3. Application for Shareholder name transfer
(1) In case the Shareholder signs a share purchase agreement with a third
party after the Company's waiver of right of first refusal, the
Shareholder shall submit copies of the share purchase agreement and
payment receipt to the Company within one week of the execution of the
agreement and receipt of the payment, and the third party shall apply
for shareholder name transfer with the Company.
4. Execution
(1) In case the Company or the Shareholder violates this agreement, the
violating entity shall be responsible for all civil liabilities.
5. Interpretation
Any discrepancies in interpretation of this agreement or matters not mentioned
in this agreement shall be resolved by an agreement between the Shareholder and
the Company.
6. Effective date and termination
This agreement shall become effective on the signing date of both parties.
This agreement shall be terminated when the common shares of the Company
are listed on domestic or foreign stock exchange.
7. Confidentiality
(1) The Parties of the agreement shall not disclose any information
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regarding the existence of this agreement, the contents, or the share
transaction to a third party unless it is required by the law or the
regulatory body or a written consent is received from the other side
of the Parties.
(2) In addition, during the course of share transaction, the Shareholder
must secure insider information of the Company from the counterpart of
the transaction or the third party.
8. Resolution of disputes
The Parties shall make efforts to resolve any disputes related to this agreement
in an amicable manner. Unsettled disputes will be resolved under the
jurisdiction of the Seoul District Court.
In witness whereof, the undersigned, being duly authorized by their respective
Parties, have signed this agreement. This agreement is drafted and signed in
duplicate copies, both copies being equally authentic, and each copy shall be
kept by each party.
Date: 200 . . .
"The Company"
463 Chungjeong-ro 3-ga, Seodaemun-gu, Seoul
WiderThan Co., Ltd.
CEO Sangjun Park
"Shareholder"
Name:
Signature: ______________________
Address:
SSN:
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