SHARE PURCHASE AGREEMENT
Exhibit 99.1
This Share Purchase Agreement (this “Agreement”) is entered into as of , 2024 (the “Effective Date”), by and between:
RECITALS
WHEREAS, G-SMATT EUROPE MEDIA LIMITED (the “Company”), with its registered office located at [0 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxxx, Xxxxxx Xxxxxxx], primarily operates in the business of manufacturing and processing glass products and is a company established and existing under the laws of England and Wales; and
WHEREAS, as of the Effective Date, the number of shares issued by the Company and the list of current shareholders are as set forth in Appendix 1 of this Agreement. The Seller intends to sell 381,750,000 shares (representing 76.55% of the total issued and outstanding shares, the “Sale Shares”) of the Company held by the Seller to the Buyers in accordance with the terms and conditions of this Agreement, and the Buyers intend to purchase the Sale Shares from the Seller.
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Article 1. Definition of Terms
Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings as set forth below.
“Sale Shares” means the shares listed in Appendix 2.
“Knowledge” means the actual knowledge of a Party (with respect to the Company, its registered officers and employees) or such knowledge as such Party should have had if they had exercised reasonable care or diligence.
“Law” means any constitution, statute, treaty, convention, decree, rule, notice, ordinance, administrative regulation, or any similar regulation or rule with legal force enacted, adopted, promulgated, or applied by any governmental authority, as well as any judgments, decisions, orders, and dispositions of governmental authorities that are validly in effect at any given time.
“Transaction” means (i) the sale and purchase of the Sale Shares by the Parties pursuant to this Agreement, and (ii) the performance of various obligations or commitments of the Parties under this Agreement.
“Person” means an individual, corporation, unincorporated association or foundation, or a Government Authority (as defined below).
“Litigation” means any litigation, lawsuits, application, judicial settlement, arbitration, administrative adjudication, hearing, investigation, or inquiry procedure, as well as any related procedures being conducted by a Governmental Authority.
“Business Day” means a day when commercial banks in the Republic of Korea are open for business (i.e., excluding Saturdays, Sundays, public holidays, and days when only some bank branches operate).
“Xx Xxxx Xxx” means Xx Xxxx Xxx, an individual residing at 000-0000, 000, Xxxxxxx-xx, Xxxxxx-xx, Xxxxx, Xxxxx (date of birth: January 29, 1973).
“Government Approval” means any legislative, administrative, or judicial body, whether domestic or foreign, or any individual, corporation, organization, agency, or other legal entity exercising authority or functions delegated by or equivalent to a governmental body.
“Government Approval” means any acts or procedures such as approvals, permits, registrations, consents, filings, and notifications required by law with respect to a Governmental Authority.
“Material Adverse Effect” means, in relation to the Parties, any event, cause, or circumstance that makes or would be reasonably expected to make it significantly difficult, impossible, severely restricted, prohibited, or illegal for a Party to timely fulfill its obligations under this Agreement.
“Encumbrance” means (i) security interests, rights of use, and various forms of atypical security; (ii) preemptive rights, call options, repurchase agreements, covenants to discharge obligations by transfer,
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or agreements granting rights in (i); (iii) attachments, provisional seizures, provisional dispositions, default dispositions; or (iv) any legal or contractual restriction on ownership or usage rights.
“Tax” means all types of taxes, duties, fees, levies, surcharges, interest, penalties, and related incidental charges imposed by governmental authorities, including national, local, and customs taxes, as well as any similar public charges imposed by a governmental authority.
“Ordinary Course of Business” mean lawful business practices that conform to the regular past business practices of a particular person (including conformity in terms of quantity, quality, and frequency). For the avoidance of doubt, practices that (i) do not adhere to the principle of good faith, (ii) do not conform to terms consistent with an arm’s length transaction between independent third parties,
(iii) violate the law, (iv) are not generally recognized in the industry to which the Company’s business belongs, or (v) have a material adverse effect, are excluded from the Ordinary Course of Business.
“Required Government Approval” means the government approvals that must be obtained or completed by a Party and/or the Company in connection with the execution and performance of this Agreement.
“Required Third-Party Approval” means the notification to or consent or approval from a third party who is a counterparty to a contract with a Party and/or the Company that must be obtained or completed in connection with the execution and performance of this Agreement.
“Captivision” means Captivision Inc., a corporation duly incorporated and validly existing under the laws of the Cayman Islands with its principal office located at 000-00 Xxxxx-xxx Xxxxxxxx-xx Xxxxx-xxx, Xxxxxx-xxxx, Xxxxxxxx, Xxxxxxxx xx Xxxxx.
“Cube Rental” means Cube Rental Inc., with its principal office located at 00, Xxxxxx-xx 00-xxx, Xxxxxxx-xx, Xxxxx, Xxxxxxxx xx Xxxxx.
“CSY” means CSY Netherlands Holding BV, a corporation duly incorporated and validly existing under the laws of the Netherlands with its principal office located at Xxxx Xxxxxxxxx 00, 0000 XX, Xxxxxxxxxx, Xxxxxxxxxxx.
Article 2. Sale and Purchase of Sale Shares
In accordance with the terms and conditions set forth in this Agreement, the Seller shall sell the Sale Shares to the Buyers, and the Buyers shall purchase the Sale Shares from the Seller.
Article 3. Purchase Price
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The total purchase price for the Sale Shares shall be KRW 1,000,000 (the “Purchase Price”).
Article 4. Closing
The closing of the Transaction (the “Closing”) shall take place at the Seller’s office located at 000-00, Xxxxxxxxxxxxxxxx-xx, Xxxxxxxxx-xxx, Xxxxxxxxxx-xx, Xxxxxxxx-xx, Xxxxxxxx xx Xxxxx, or at such other place as mutually agreed upon by the Parties, on _, 2024 or on a date mutually agreed upon by the Parties (the “Closing Date”); provided that all conditions precedent to the Closing set forth in Article 5 are satisfied (including cases where a Party waives the fulfillment of such conditions as provided in Article 5).
In the event that the conditions precedent to the Closing set forth in Article 5 are not satisfied, and the Closing does not occur on , 2024, the Parties shall, by mutual agreement, set a
new Closing Date, considering the period reasonably required for the satisfaction of all unsatisfied conditions precedent.
At the Closing, the Seller shall transfer the Sale Shares free from any Encumbrance simultaneously with the Buyers’ fulfillment of its closing actions set forth in Article 4.3, and the Seller shall deliver the following documents to the Buyers:
At the Closing, the Buyers shall fulfill the following obligations simultaneously with the Seller’s fulfillment of its closing actions set forth in Article 4.2:
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Article 5. Conditions Precedent to Closing
Each Party’s obligation to consummate the Transaction under this Agreement is subject to the satisfaction of the following conditions prior to the Closing:
The Buyers’ obligation to consummate the Transaction under this Agreement is subject to the satisfaction or written waiver by the Buyers of the following conditions prior to the Closing:
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required in connection with the execution and performance of this Agreement.
The Seller’s obligation to consummate the Transaction under this Agreement is subject to the satisfaction or written waiver by the Seller of the following conditions prior to the Closing:
Article 6. Covenants
The Parties covenant that between the Effective Date and the Closing Date (or, if this Agreement is terminated before the Closing Date, the date of termination), they shall or shall not perform the following actions:
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including stock options;
The Seller shall provide the Buyers with all necessary information, documents, and cooperation required to complete the necessary Government Approvals, registrations, and filings related to the Company's business following the Closing in connection with the Transaction.
Article 7. Representations and Warranties
Article 8. Indemnification
Subject to the conditions set forth in this Article 8, each Party to this Agreement shall indemnify, defend, and hold harmless the other Party, its directors, officers, affiliates, agents, and representatives from and against all claims, losses, expenses, obligations, liabilities, damages, and costs (including, but not limited to, interest, fines, court costs, and reasonable attorney's fees, collectively the "Damages") arising out of or relating to the breach of any of its representations, warranties, covenants, or agreements under this Agreement.
The representations and warranties of each Party under this Agreement shall survive until [1] year after the Closing Date.
Any amount paid pursuant to this Article 8 shall be deemed to be an adjustment to the Purchase Price for accounting and Tax purposes, to the maximum extent permitted by applicable Law. Each Party shall prepare and file tax returns (including amended returns) consistent with the treatment described in the foregoing sentence.
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Article 9. Termination
This Agreement may be terminated prior to the Closing by mutual written agreement of the Parties.
This Agreement may be terminated by written notice from one Party to the other in the event of the occurrence of any of the following; provided that the Party liable for the occurrence of such event may not terminate this Agreement on that basis:
After the Closing, this Agreement may not be terminated under any circumstances. If the Parties terminate this Agreement, it must be terminated in its entirety, and partial termination shall not be permitted. If the Seller or the Buyers terminate this Agreement, written notice must be provided to the other Party, and upon such notice, this Agreement shall be immediately terminated without any further action by the Parties.
In the event that this Agreement is terminated in accordance with Articles 9.1 or 9.2, this Agreement shall lose its effect. However, the provisions of Articles 1, 8, 10, and 11, as well as this Article 9, shall remain in effect even if this Agreement is terminated or otherwise ceases to be effective. Termination of this Agreement shall not affect any liabilities incurred by either Party prior to such termination due to a breach of this Agreement.
Article 10. Confidentiality
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information related to the other Party that is learned in connection with this Agreement (including but not limited to production methods, sales methods, and other technical or managerial information that is not publicly known and has independent economic value, and has been maintained as confidential through substantial efforts in business operations). Such confidential information shall not be disclosed to any third party.
Article 11. Notice
Unless otherwise provided in this Agreement, all notices related to this Agreement shall be delivered in writing, by personal delivery, facsimile, email, or registered mail to the following addresses and numbers:
Notice to the Seller:
Captivision Korea Inc.
000-00 Xxxxxxxxxxxxxxxx-xx, Xxxxxxxxx-xxx, Xxxxxxxxxx-xx, Xxxxxxxx-xx, Xxxxxxxx xx Xxxxx Attention: Xxxxx-Sick Xxx, Managing Director
Phone: x00-00-0000-0000
Email: xx.xxx@xxxxx.xx.xx
Notice to the Buyers:
Mi Xxxxx Um
000, 000-0 Xxxxxxxx-xxxx, Xxxxxxxx-xx, Xxxxx, Xxxxxxxx xx Xxxxx Phone: x00-00-0000-0000
Email: xxx00@xxxxx.xxx
In Xxx Xxx
000, 00 Xxxxxxx 00xxxx-xxx, Xxxxx-xxxx, Xxxxx-xx, Xxxxxxxx-xx, Xxxxxxxx xx Xxxxx Phone: x00-00-0000-0000
Email: xxxxxxx@xxxxx.xxx
Article 12. Miscellaneous
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[Intentionally left blank for signature pages]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date, with each Party, its authorized representative, or authorized signatory signing and affixing their seals.
Seller:
Captivision Korea Inc.
000-00 Xxxxxxxxxxxxxxxx-xx, Xxxxxxxxx-xxx, Xxxxxxxxxx-xx, Xxxxxxxx-xx
/s/ Xxxxx Xxx Xxx |
Representative: CEO Xxxxx-Xxx Xxx
IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date, with each Party, its authorized representative, or authorized signatory signing and affixing their seals.
Buyer:
/s/ Mi Xxxxx Um |
Name: Xx Xxxxx Xx
Date of Birth: February 17, 1969
Address: 000, 000-0 Xxxxxxxx-xxxx, Xxxxxxxx-xx, Xxxxx, Xxxxxxxx xx Xxxxx
IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date, with each Party, its authorized representative, or authorized signatory signing and affixing their seals.
Buyer:
/s/ In Xxx Xxx |
Name: Xx Xxx Xxx
Date of Birth: January 13, 1972
Address: 000, 00 Xxxxxxx 00xxxx-xxx, Xxxxx-xxxx, Xxxxx-xx, Xxxxxxxx-xx, Xxxxxxxx xx Xxxxx
Appendix 1
Issued and Outstanding Shares and Shareholder List of the Company
Name of Shareholder |
Type of Shares |
Number of Shares |
Equity Ratio |
Captivision Korea Inc. |
Common Shares |
381,750,000 |
76.55% |
Xxxxx Xxxxxxxxx |
Common Shares |
52,467,207 |
10.52% |
CSY Netherlands Holding BV |
Common Shares |
52,000,000 |
10.43% |
Ho Xxxx Xxx |
Common Shares |
12,467,107 |
2.50% |
Total |
Common Shares |
498,684,314 |
100.00% |
Appendix 2
Sale Shares and Purchase Price by Buyers
Name of Shareholders |
Type of Shares |
Number of Shares |
Equity Ratio |
Purchase Price |
Mi Xxxxx Um |
Common Shares |
190,875,000 |
38.275% |
KRW 500,000 |
In Xxx Xxx |
Common Shares |
190,875,000 |
38.275% |
KRW 500,000 |
Total |
Common Shares |
381,750,000 |
76.55% |
KRW 1,000,000 |
Appendix 7.1
Representations and Warranties of the Seller
The Seller represents and warrants to the Buyers that the following matters are true and accurate as of the Effective Date and the Closing Date; provided, however, that any representations and warranties made as of a specific date shall be true and accurate as of that specific date.
Appendix 7.2
Representations and Warranties of the Buyers
The Buyers represent and warrant to the Seller that the following matters are true and accurate as of the Effective Date and the Closing Date; provided, however, that any representations and warranties made as of a specific date shall be true and accurate as of that specific date.
