EXHIBIT 2.4
SHARE TRANSFER AGREEMENT
This Share Transfer Agreement (this "Agreement") is made as of this 26th day of
August 2005, by and among:
ICURIE LAB HOLDINGS LIMITED, a corporation organized and existing under the laws
of United Kingdom, having its address at 00 Xxxxxxxx Xxxxx, Xxxxxx XX0X-0XX (xxx
"Purchaser"); and
MR. WON GYU MOON, an individual having an address at #6-704, 756 Jigok-dong,
Nam-gu, Pohang-si, Gyeongsangbuk-do, the Republic of Korea ("Korea") (the
"Selling Shareholder").
RECITALS:
WHEREAS, the Selling Shareholder own 54,619 shares of the common stock, 5,000
Korean Won face value per share (the "Common Stock"), of iCurie Lab, Inc., a
corporation organized and existing under the laws of Korea (the "Company"), and
the number of the shares owned by the Selling Shareholder amounts to 19.80% of
the total Common Stock of the Company;
WHEREAS, the Selling Shareholder acquired all 54,619 Common Stocks of the
Company from Ms. Il Xxx Xxx, an individual having an address at #2510 Pantheon
Regency, 00 Xxxxxxx-xxxx, Xxxxxxx-xx, Xxxxxxxx-xx, Xxxxxxx-xx, Xxxxx and a
resident identification number of 700929-204212 ("Xx. Xxx"), in consideration of
2,046,638,345 Korean Won, and Xx. Xxx acquired all 54,619 Common Stocks of the
Company from the former shareholders of the Company ("Minority Shareholders") as
set forth in Schedule 1.
WHEREAS, the Selling Shareholder has agreed to sell, and Purchaser has agreed to
purchase, all 54,619 shares of Common Stock of the Company (the "Sale Shares")
under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants stated
below, the parties hereto agree as follows:
Article 1 Definitions
When used in this Agreement, the following terms shall have the respective
meanings set forth below:
"Authority" shall mean any governmental, regulatory or administrative body,
agency or authority, any court of judicial authority, any arbitrator or any
public, private or industry regulatory authority, whether international,
national or local.
"Business Day" shall mean any day that is not a Saturday, Sunday or national
holiday in Korea.
"Closing" shall have the meaning specified in Section 3.1.
"Closing Date" shall have the meaning specified in Section 3.1.
"Common Stock" shall have the meaning specified in the first recital.
"Company" shall have the meaning specified in the preamble.
"Law" shall mean any law, statute, regulation, ordinance, requirement,
announcement or other binding action or requirement of any Authority.
"Lien or Other Encumbrance" shall mean any lien, pledge, mortgage, security
interest, lease, charge, conditional sales contract, option, restriction,
reversionary interest, right of first refusal, voting trust arrangement,
preemptive right, claim under bailment or storage contract, easement or any
other encumbrance, adverse claim or right whatsoever.
"Material Adverse Change" shall mean, with respect to the condition (financial
or otherwise), assets, liabilities, business, operations, customers or prospects
of the Company, any material adverse change or effect or material potential
adverse change or effect, or any series thereof.
"Order" shall mean any decree, order, judgment, writ, award, injunction, rule or
consent, of or by any Authority.
"Purchaser" shall have the meaning specified in the preamble.
"Purchaser Documents" shall mean this Agreement and all other agreements,
instruments and certificates to be executed and delivered by Purchaser in
connection with this Agreement.
"Representations and Warranties Exhibit" shall have the meaning specified in
Section 4.1.
"Sale Shares" shall have the meaning specified in Section 2.1.
"Sale Shares Price" shall have the meaning specified in Section 2.2.
"Selling Shareholder" shall have the meaning specified in the preamble.
"Shareholders Registry" shall mean the shareholders registry of the Company, as
amended from time to time.
Article 2 Sale and Purchase of the Selling Shareholder' Shares
2.1 Sale and Purchase. Subject to the terms and conditions of this Agreement,
the Selling Shareholder agrees to sell to Purchaser, and Purchaser agrees
to purchase from the Selling Shareholder, the Sale Shares.
2.2 Sale Shares Price. The purchase price for the Sale Shares shall be
2,046,638,345 Korean Won after deduction of the securities transaction
taxes to be paid by Selling Shareholder, Xx. Xxx and the Minority
Shareholders, total of which is 2,077,647,492 Korean Won (the "Sale Shares
Price").
Article 3 Closing
3.1 Closing Date. The closing of the sale and purchase of the Sale Shares (the
"Closing") shall take place at the offices of Xxx & Xxxxx, beginning at
10:00 A.M. local time within five (5) Business Days after the satisfaction
or the waiver of the conditions precedent to
Purchaser's and the Selling Shareholder' obligations hereunder, or at such
other date, time and place as shall be mutually agreed by Purchaser and
the Selling Shareholder (the "Closing Date").
3.2 Closing Transactions
(a) On the Closing Date, the Selling Shareholder shall deliver to
Purchaser the share certificates evidencing the Sale Shares, and the
Company shall register Purchaser as the owner of the Sale Shares in
the Shareholders Registry and deliver to Purchaser a certified copy
of the Shareholders Registry, dated as of such date, reflecting
Purchaser's ownership of the Sale Shares.
(b) On the Closing Date, Purchaser shall pay the Sale Shares Price to
the Selling Shareholder, or a designee thereof, in accordance with
the provisions of Section 2.2, by (i) (A) effecting a wire transfer
of immediately available funds of the Sale Shares Price into the
bank account which shall have been notified in writing to Purchaser
at least three (3) Business Days prior to the Closing Date, and (ii)
the Selling Shareholder shall issue a receipt to Purchaser
evidencing such payment of the Sale Shares Price.
Article 4 Representations and Warranties
4.1 Representations and Warranties of Selling Shareholder. Selling Shareholder
represents and warrants to Purchaser as set forth in Section 1 of Exhibit
1 (the "Representations and Warranties Exhibit").
4.2 Representations and Warranties of Purchaser. Purchaser represents and
warrants to the Selling Shareholder as set forth in Section 2 of the
Representations and Warranties Exhibit.
Article 5 Conditions Precedent to Obligations of the Selling Shareholder
The obligations of the Selling Shareholder to sell the Sale Shares to
Purchaser pursuant to Article 2, and to consummate the transactions contemplated
hereby, shall be subject to the fulfillment, on or prior to the Closing Date, of
all of the conditions set forth below:
5.1 Representations and Warranties. All representations and warranties of
Purchaser contained in Section 2 of the Representations and Warranties
Exhibit were true when made and shall be true on and as of the Closing
Date as if made on such date.
5.2 Performance. Purchaser shall have performed and complied with all
agreements and covenants required by this Agreement to be performed or
complied with by it on or prior to the Closing.
Article 6 Conditions Precedent to Obligation of Purchaser
The obligations of Purchaser to purchase the Sale Shares from the Selling
Shareholder pursuant to Article 2, and to consummate the transactions
contemplated hereby, shall be subject
to the fulfillment, on or prior to the Closing Date, of all of the conditions
set forth below:
6.1 Representations and Warranties. All representations and warranties of
Selling Shareholder contained in Section 1 of the Representations and
Warranties Exhibit were true when made and shall be true on and as of the
Closing Date as if made on such date.
6.2 Performance. Selling Shareholder shall have performed and complied with
all agreements and covenants required by this Agreement to be performed or
complied with by them on or prior to the Closing Date.
6.3 Government Approvals. All necessary government approvals, which are
required in connection with the transactions contemplated hereby, have
been obtained in form and substance satisfactory to Purchaser.
[6.4 Due Diligence. Purchaser shall be reasonably satisfied with the results of
investigations and review of the legal, technical, business, financial and
accounting aspects of, and other matters relating to, the Company.]
6.5 Purchaser Corporate Approval. An appropriate corporate authority of
Purchaser shall have approved the consummation of the transactions
contemplated hereby.
6.6 No Material Adverse Change. Since the date of execution of this Agreement,
there shall not have been:
(a) any Material Adverse Change in the condition (financial or
otherwise), assets, liabilities, business, operations, customers or
prospects of the Company; or
(b) any change in political or economic circumstances, or Laws or
Orders, that would make the transactions contemplated hereby
impractical or illegal.
6.7 Ownership. The Sale Shares to be purchased by Purchaser hereunder shall
represent, 19.80% of the ownership of the Company. The Selling Shareholder
shall present share certificates evidencing such ownership of the Company
(i.e., 54,619 shares).
Article 7 Covenants
Selling Shareholder covenants to, and agrees with Purchaser as follows:
7.1 Closing Conditions. From the date hereof until the Closing Date, the
Selling Shareholder shall use their best efforts to satisfy all of the
conditions to Purchaser's obligations to consummate the transactions
contemplated hereby, as set forth in Article 6 hereof. From the date
hereof until the Closing Date, Purchaser shall use its best efforts to
satisfy all of the conditions to the Selling Shareholder's obligations to
consummate the transactions contemplated hereby, as set forth in Article 5
hereof.
Article 8 Liability and Indemnification
Selling Shareholder shall be liable to Purchaser for any loss or damages
incurred to the
Purchaser due to breach of this Agreement or resulting from negligence or
willful misconduct, or from certain act, omission or default, by the Selling
Shareholder. Selling Shareholder shall indemnify Purchaser for such loss or
damages.
Article 9 Termination
9.1 Termination Prior to Closing. At any time on or prior to the Closing, the
Selling Shareholder or Purchaser may terminate this Agreement by giving
written notice of termination to the other party, if:
(a) the other party has committed a material breach of any agreement,
covenant, or other terms of this Agreement, and fails to cure such
breach within thirty (30) days of the receipt of written notice from
the non-breaching party requesting cure of the breach;
(b) any of the representations and warranties of the other party are
proven to be false, misleading, or fraudulent in any material
respect;
(c) any government approval necessary for the transactions contemplated
hereby is ultimately denied or rejected;
(d) as a result of a change in any Law, the consummation of the
transactions contemplated hereby becomes impractical or illegal;
(e) any material or significant part of the Company's property, or
assets is attached, expropriated, or totally or partially
confiscated by any action of any Authority; or
(f) the other party agrees in writing to the termination.
9.2 Effect of Termination. In the event of termination of this Agreement under
any provision of this Article 9, this Agreement shall forthwith become
null and void, except for Sections 9.2, 10.1, 10.5 and 10.7; provided,
however, that the termination of this Agreement shall not relieve any
party of any liability for breach of this Agreement prior to the date of
termination.
Article 10 Miscellaneous
10.1 Notices. All notices, consents, waivers, and other communications under
this Agreement shall be (a) in writing, (b) delivered by hand-delivery,
registered first class mail (return receipt requested), facsimile, or air
courier guaranteeing overnight delivery, (c) deemed to have been given on
the date on which it is received, and (d) addressed as follows:
(a) If to Purchaser:
iCurie Lab Holdings Limited
00 Xxxxxxxx Xxxxx, Xxxxxx XX0X-0XX
Xxxxxx Xxxxxxx
Attn: Xxxxx Xxxxxxxx, Chief Executive Officer
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) If to the Selling Shareholder, at the last known address of such
Selling Shareholder as recorded on the books and records of the
Company.
10.2 Assignment. Neither this Agreement nor any right or obligation arising
under this Agreement may be assigned by a Selling Shareholder, without the
prior written consent of Purchaser. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns, and no other person shall
have any right, benefit or obligation under this Agreement.
10.3 Amendments. This Agreement may be amended only by written agreement
between Purchaser and the Selling Shareholder.
10.4 Severability. If one or more provisions of this Agreement are held to be
invalid or unenforceable to any extent under applicable Law, such
provision shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by applicable Law, so as to
effectuate the parties' intent to the maximum extent, and the remainder of
this Agreement shall be interpreted as if such provision were excluded and
shall be valid and enforceable in accordance with its terms to the maximum
extent permitted by applicable Law.
10.5 Costs and Expenses. Each party shall bear its own costs and expenses
incurred in connection with this Agreement, including, without limitation,
the fees and expenses of their respective accountants and legal counsel,
regardless of whether the transactions contemplated hereby shall be
consummated. For the avoidance of doubt, all taxes levied in connection
with the sale and transfer of the Sale Shares shall be paid by the Selling
Shareholder, as applicable.
10.6 Further Assurances. The parties shall use all reasonable efforts to take,
or cause to be taken, all appropriate action, and to do, or cause to be
done, all things necessary, proper or advisable under applicable Law or
otherwise to consummate the transactions contemplated by this Agreement.
10.7 Governing Law and Governing Language. This Agreement shall be governed by,
construed, and enforced in accordance with the laws of Korea, without
regard to any conflict of laws principle thereof. In the event of any
conflict between the English language version of this Agreement and any
translation hereof, the English language version shall prevail.
10.8 Entire Agreement. This Agreement (including all exhibits and schedules
hereto) constitutes the entire agreement and understanding of the parties
hereto with respect to the subject matter of this Agreement, and
supersedes all prior agreements and understandings, both written or oral,
of the parties relating to the subject matter of this Agreement.
10.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and
the same document.
10.10 Company Bound. This Agreement sets forth obligations of the Company
although the Company is not a party to this Agreement. The Company and Xx.
Xxxxx Xxxx Xxx, as representative director of the Company and personal
capacity, hereby agree to be bound by the terms and conditions of this
Agreement and execute this Agreement.
10.11 Taxes. The taxes and other imposts on the parties in connection with or as
a result if the transfer of Sale Shares shall be borne by the party on
whom such taxed and imposts are imposed. Such a party shall indemnify the
other party from those taxes and imposes.
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IN WITNESS WHEREOF, this Share Transfer Agreement has been executed by the
parties on the date first written above.
ICURIE LAB HOLDINGS LIMITED SELLING SHAREHOLDER:
By: /s/ Xxxxx Xxxxxxxx By: /s/ Won Gyu Moon
-------------- ------------
Xxxxx Xxxxxxxx Won Gyu Moon
Title: Chief Executive Officer (Res. ID. 000000-0000000)
Agreed and acknowledged
As of the date first written above:
ICURIE LAB, INC. JEONG XXXX XXX
By:/s/ Jeong Xxxx Xxx By: /s/ Jeong Xxxx Xxx
-------------- --------------
Jeong Xxxx Xxx, Representative Jeong Xxxx Xxx
Director
EXHIBIT 1
REPRESENTATIONS AND WARRANTIES
Section 1 Individual Representations and Warranties of Selling Shareholder
The Selling Shareholder represents and warrants to Purchaser that:
1.1 Due Authorization. The execution and delivery by Selling Shareholder of
this Agreement and each of the other documents to which he is a party, and
the performance by him of his obligations hereunder and thereunder, are
within his individual power.
1.2 Enforceability. This Agreement is, and each of the other documents when
executed will be, duly executed and delivered by Selling Shareholder, and
constitute, or will constitute, his legal, valid and binding obligation,
enforceable against him in accordance with their respective terms.
1.3 Title to Sale Shares. Selling Shareholder has good and valid title to, and
effective control over, all of the Sale Shares, free and clear of any Lien
or Other Encumbrance. The attached Schedule 1 is accurate and complete as
of the date of this Agreement.
1.4 No Consents. Neither the execution and delivery by Selling Shareholder of
this Agreement or any of the other documents to which he is a party, nor
the performance by him of his obligations hereunder and thereunder,
require the consent or approval of, or filing with, any person or any
Authority.
1.5 No Litigation. There is no litigation pending or, to Selling Shareholder's
knowledge, threatened against Selling Shareholder, which could adversely
affect Selling Shareholder's ability to consummate the transactions
contemplated herein.
1.6 No Affiliation. Selling Shareholder is not directly or indirectly related
to Xx. Xxxxx Xxxx Xxx, Representative Director of the Company.
1.7 No Claim. Neither former shareholders who sold their shares to Ms. Il-Hang
Xxx or the Selling Shareholder nor the Selling Shareholder himself has or
shall have any claim against the Company and the Purchaser.
Section 2 Representations and Warranties of Purchaser
Purchaser represents and warrants to the Selling Shareholder that:
2.1 Due Organization. It is a corporation duly organized and validly existing
under the Laws of the United Kingdom, and has the requisite power and
authority and legal right to carry on its business as currently conducted.
2.2 Due Authorization. The execution and delivery by it of this Agreement and
each of the other Purchaser Documents, and the performance by it of its
obligations hereunder and
thereunder (a) are within its corporate power, (b) have been duly and validly
authorized by all necessary corporate action, (c) are not in contravention of
any provision of its Articles of Association, and (d) will not violate, in any
material respect, any Law or Order.
2.3 Enforceability. This Agreement is, and each of the other Purchaser
Documents when executed will be, duly executed and delivered by it, and
constitute, or will constitute, its legal, valid and binding obligation,
enforceable against it in accordance with their respective terms.
2.4 No Litigation. There is no litigation pending or, to its knowledge,
threatened against it, which could adversely affect its ability to
consummate the transactions contemplated herein.
