--------------------------------------------------------------------------------
STOCK PURCHASE AGREEMENT
--------------------------------------------------------------------------------
BY AND BETWEEN
GOOD MORNING SECURITIES CO., LTD.
AND
XXXXXXXXX INVESTMENT COUNSEL, INC.
DATED: 29th JUNE, 2000
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of 29th
June, 2000 by and between Good Morning Securities Co., Ltd., a corporation
incorporated under the 1aws of Republic of Korea and having its principal place
of business at Good Xxxxxxx Xxxxx, 00-0, Xxxxxx-xxxx, Xxxxxxxxxx-xx, Xxxxx,
Xxxxx 150-712 (the "Seller") and Xxxxxxxxx Investment Counsel, Inc., a
corporation incorporated under the laws of the state of Florida, United States
of America and having its principal place of business at 000 Xxxx Xxxxxxx Xxxx.
Xxxxx 0000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, (the "Buyer").
Seller and Buyer are hereinafter referred to collectively as the "Parties" and
individually as a "Party."
WITNESSETH
WHEREAS, the Seller is the owner of 3,207,000 shares of common stock (the Sale
Shares") of Xxxxxxxxx Investment Trust Management Company Limited, a corporation
duly organized and validly existing under the laws of Korea (the "Company"); and
WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to
purchase from Seller, the Sale Shares under the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual premises and covenants and
agreements contained herein below, and intending to be legally bound hereby, the
Parties hereby agree as follows:
ARTICLE 1. SALE AND PURCHASE OF THE SHARES
1.1 SALE AND PURCHASE OF THE SALE SHARES. Subject to the terms and conditions
set forth on this Agreement, the Seller agrees to sell the Buyer, and the Buyer
agree to purchase the from the Seller, the Sale Shares. The total price to be
paid by the Buyer for the Sale Shares shale be aggregate of KRW 21,151,730,000
less any adjustments to the Purchase Price as agreed to by the Parties (the
"Purchase Price").
ARTICLE 2. CLOSING
2.1 CLOSING DATE. The purchase and sale of the Sale Shares contemplated by this
Agreement shall be consummated at a closing (the "Closing) to be held on 31st
July, 2000, at the principal place of business of the Company or at such other
time as the Parties to this Agreement may agree (such date and time being herein
referred to as the "Closing Date").
2.2 CLOSING DELIVERIES OF THE SELLER. At or as of the Closing, the Seller shall
deliver, or have delivered, to the Buyer the stock certificates representing the
Sale Shares, duly endorsed for transfer to the Buyer.
2.3 CLOSING DELIVERIES OF THE BUYER. At or as of the Closing, the Buyer shall
deliver, or have delivered, to the Buyer an instrument evidencing that the
Purchase Price has been paid by means of wire transfer of immediately available
funds to the bank account designated by the Seller.
ARTICLE 3. TERMINATION
3.1 TERMINATION. The obligation of the Parties hereto to consummate the purchase
and the sale contemplated hereby may be terminated and abandoned at any time on
or before the Closing Date by the mutual agreement of the Parties.
ARTICLE 4. MISCELLANEOUS
4.1 ARBITRATION. Any disagreement, dispute, controversy or claim arising out of
relating to this Agreement or in the interpretation hereof or any arrangements
relating hereto or contemplated herein or the breach, termination or invalidity
hereof shall be settled exclusively and finally by arbitration. The arbitration
shall be conducted pursuant to the Rules of Arbitration of the International
Chamber of Commerce (the "ICC Rules"). The arbitrage triennial shall consist of
a single arbitrator appointed in accordance with the ICC Rules. The arbitration
shall be conducted in Korea unless otherwise mutually agreed by the Parties. The
language used in the arbitration shall be the English Language. Any decision or
award of the arbitral tribunal shall be final and binding upon the Parties to
the arbitration proceeding.
4.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of Korea.
4.3 ASSIGNMENT. Neither Party may assign any of its rights or delegate any of
its duties under this Agreement without obtaining the prior written consent of
the other Party, provided, however, that Buyer may assign to an affiliate or
other designee the right to purchase all or part of the Sale Shares.
IN WITNESS WHEREOF, the Parties executed this agreement as of the date first
above written.
GOOD MORNING SECURITIES XXXXXXXXX INVESTMENT CO., LTD
COUNSEL, INC.
By: /s/ K. K. Doh By: /s/ Xxxxxxx Xxxx
-------------------- ------------------------
Name: K. K. Doh Name: Xxxxxxx Xxxx
Title: President & CEO Title: Attorney in Fact
