SHARE SUBSCRIPTION AGREEMENT
This
SHARE
SUBSCRIPTION AGREEMENT
(this
“Agreement”)
is
made and entered into as of October 30, 2007, by and among CINTEL
CORPORATION,
a
corporation duly organized and existing under the laws of the Commonwealth
of
Nevada, U.S.A. (the “Company”)
and
each of the investors
listed in Schedule A (collectively, the “Investors”).
The
Company and each of the Investors may be referred to herein individually
as a
“Party”
and
collectively as the “Parties.”
RECITALS
WHEREAS,
the Company desires to issue and sell to the Investors, and the Investors
desires to subscribe for and purchase a certain number of newly issued common
shares of the Company, subject to the terms and conditions set forth in this
Agreement.
NOW
THEREFORE, in consideration of the foregoing premises, the Parties agree
as
follows:
DEFINITIONS
The
following terms are used in this Agreement with the respective meanings ascribed
to such terms below, except as expressly provided or as the context may require
otherwise:
“Authority”
shall
mean any governmental, judicial, legislative, executive, administrative or
regulatory authority of any national, provincial, state or local government
or
any subdivision, agency or instrumentality thereof.
“Closing”
shall
have the meaning attributed to it in Article 3.
“Closing
Date”
shall
have the meaning attributed to it in Article 3.
“Confidential
Information”
shall
mean all information which relates to (i) the Company or the Investors to
the
extent such information was received or obtained as a result of entering
into or
performing this Agreement, (ii) the provisions or the subject matter of this
Agreement or any document referred to herein, and (iii) the negotiations
relating to this Agreement or any documents referred to herein.
1
“Damages”
shall
mean any losses, liabilities, claims, damages and expenses, including reasonable
attorneys’ fees (but excluding indirect, special or consequential damages)
actually incurred by a Party.
“Exchange
Act”
shall
mean the United States Exchange Act of 1934, as amended.
“Indemnitee”
shall
have the meaning attributed to it in Section 8.3.
“Indemnitor”
shall
have the meaning attributed to it in Section 8.3.
“Representative”
shall
have the meaning attributed to it in Section 2.3.
“Securities
Act”
shall
mean the United States Securities Act of 1933, as amended.
“Shares”
shall
have the meaning attributed to it in Section 2.1.
“U.S.
Person”
shall
have the definition ascribed to it in Section 904 of Regulation S promulgated
under the Securities Act.
ARTICLE
2
SHARE
SUBCRIPTION AND PAYMENT
2.1 Share
Subscription
Subject
to the terms and conditions of this Agreement, the Company shall issue and
sell
to the Investors and the Investors shall subscribe for and purchase from
the
Company an aggregate of 7,000,000 shares of common stock of the Company,
at
price of $0.70 per share (collectively, the “Shares”)
as set
forth in additional detail in Schedule A, which is attached hereto.
The
Investors thereof shall make payments by wire transfer of immediately available
funds at the time of the Closing to an account designated by the Company
in
writing at least five (5) business days prior to the Closing as set forth
in
additional detail in Schedule A, which is attached hereto.
2.3 Common
Representative
The
Investors acknowledge that they have collectively and irrevocably authorized
Soo
Hyun You to act as their representative (the “Representative”)
for
the purposes hereof. All actions of the Representative, including the giving
and
receiving of notices, the making of determinations or waivers with respect
to
the sufficiency of any matter or the fulfillment of any obligations, and
any
other action taken or purported to be taken by the Representative on behalf
of
the Investors, shall be binding on the Investors and the Company may rely
thereon.
2
2.4 Joint
and Several Liability
The
Investors shall be jointly and severally liable for the performance of their
obligations set forth hereunder as well as any Damages incurred by the Company
for any breach of or failure to perform any portion of this
Agreement.
ARTICLE
3
CLOSING
The
consummation of the transactions contemplated herein (the “Closing”)
shall
be held at a place to be mutually agreed on the second business day following
the satisfaction or waiver of all conditions precedent to the obligations
of the
Parties to consummate the transactions contemplated herein (other than
conditions with respect to actions the respective Parties will take at the
Closing itself) (the “Closing
Date”).
On
the Closing Date, the Company shall issue and deliver to the Investors
certificates evidencing their respective ownership of the Shares, and the
Investors shall deliver evidence of payment of the subscription
price.
REPRESENTATIONS
AND WARRANTIES
OF THE COMPANY
The
Company represents and warrants to each of the Investors as follows on the
date
hereof and on the Closing Date:
The
Company is duly incorporated and validly existing under the laws of the State
of
Nevada, U.S.A. with all requisite corporate power and authority to enter
into
this Agreement and to issue the Shares.
This
Agreement constitutes a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as subject
to laws of general application relating to bankruptcy, insolvency and the
relief
of debtors and rules of law governing specific performance, injunctive relief
or
other equitable remedies and limitations of public policy.
3
Except
such as have been or will have been accomplished or obtained by the Company
in a
timely manner, no governmental approval of, or designation, declaration or
filing with, any Authority in any competent jurisdiction on the part of the
Company is required in connection with the valid execution, delivery and
performance of this Agreement.
Upon
issuance and delivery of the Shares to the Investors, each Investor will
have
good and valid title to those Shares purchased by it.
4.5 Disclaimer
of Other Representations
Except
as
expressly set forth in Sections 4.1 through 4.4, the Company makes no
representation or warranty, express or implied, at law or in equity, in respect
of itself or the Shares, including, without limitation, with respect to
merchantability or fitness for any particular purpose, and any such other
representations or warranties are hereby expressly disclaimed. Each Investor
hereby acknowledges and agrees that, except to the extent specifically set
forth
in Sections 4.1 through 4.4, such Investor is purchasing the Shares on an
“as-is, where-is” basis.
REPRESENTATIONS
AND WARRANTIES OF THE INVESTORS
The
Investors jointly and severally represent and warrant to the Company as follows
on the date hereof and on the Closing Date:
This
Agreement constitutes a valid and legally binding obligation of each Investor,
enforceable against such Investor in accordance with its terms, except as
subject to laws of general application relating to bankruptcy, insolvency
and
the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies and limitations of public policy.
Except
such as have been or will have been accomplished or obtained by the Investors
in
a timely manner, no governmental approval of, or designation, declaration
or
filing with, any Authority in any competent jurisdiction on the part of the
Company is required in connection with the valid execution, delivery and
performance of this Agreement.
4
No
Investor is obligated to pay any broker’s fee, finder’s fee, or commission in
connection with this Agreement or the transactions contemplated
hereby.
Each
Investor is acquiring its allotment of the Shares for investment for its
own
account, not as a nominee or agent and not with a view to distribution thereof,
except for transfers permitted hereunder. Each Investor understands and
acknowledges that there is no public market for the Shares and that the Shares
may only be transferred as provided in the Company’s constituent documents and
in accordance with applicable laws.
5.5 Non
U.S. Person
None
of
the Investors is a U.S. Person and each of the Investors hereby represents
that:
(A) the
issuance and sale to such Investor of the Shares is intended to be exempt
from
the registration requirements of the Securities Act, pursuant to the provisions
of Regulation S; (ii) it is not a “U.S. Person,” as such term is defined in
Regulation S, and is not acquiring the Shares for the account or benefit
of any
U.S. Person; and (iii) the offer and sale of the Shares has not taken place,
and
is not taking place, within the United States of America or its territories
or
possessions. Each Investor acknowledges that the offer and sale of the Shares
has taken place, and is taking place in an “offshore transaction,” as such term
is defined in Regulation S.
(B) Each
Investor acknowledges and agrees that, pursuant to the provisions of Regulation
S, the Shares cannot be sold, assigned, transferred, conveyed, pledged or
otherwise disposed of to any U.S. Person or within the United States of America
or its territories or possessions for a period of one (1) year from and after
the Closing Date, unless such shares are registered for sale in the United
States pursuant to an effective registration statement under the Securities
Act
or another exemption from such registration is available. Each Investor
acknowledges that it has not engaged in any hedging transactions with regard
to
the Shares.
(C)
Each
Investor consents to the placement of a legend on any certificate, note or
other
document evidencing the Shares and understands that the Company shall be
required to refuse to register any transfer of Shares not made in accordance
with applicable U.S. securities laws.
5
(D) None
of
the Investors is a “distributor” of Shares, as that term is defined in
Regulation S, nor a dealer in Shares.
(E) Each
Investor understands that the Shares have not been registered under the
Securities Act, nor the securities laws of any state, and are subject to
substantial restrictions on resale or transfer. The Shares are “restricted
Shares” within the meaning of Regulation S and Rule 144, promulgated under the
Securities Act.
(F) Each
Investor acknowledges that the Shares may only be sold offshore in compliance
with Regulation S or pursuant to an effective registration statement under
the
Securities Act or another exemption from such registration, if available.
In
connection with any resale of the Shares pursuant to Regulation S, the Company
will not register a transfer not made in accordance with Regulation S, pursuant
to an effective registration statement under the Securities Act or in accordance
with another exemption from the Securities Act.
(G) Each
Investor makes the representations, declarations and warranties as contained
in
this subsection with the intent that the same shall be relied upon by the
Company in determining its suitability as an acquirer of such
Shares.
5.6 Restricted
Securities.
Each
Investor understands that the certificates representing the Shares, until
such
time as they have been registered under the Securities Act, shall bear a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of such certificates or other
instruments):
THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE
OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS
(AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
0000
XXX.
The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Shares upon which it
is
stamped, if (a) such securities are being sold pursuant to a registration
statement under the Securities Act, or (b) such holder delivers to the Company
an opinion of counsel, in a reasonably acceptable form, to the Company that
a
disposition of the Shares is being made pursuant to an exemption from such
registration.
6
5.7 Experience
Each
Investor is sufficiently experienced in financial and business matters to
be
capable of evaluating the merits and risks of its investments, and to make
an
informed decision relating thereto, and to protect its own interests in
connection with the acquisition of the Shares;
5.8 Own
Account
Each
Investor is acquiring the Shares as principal for its own account. Each Investor
is acquiring the Shares for investment purposes only and not with an intent
or
view towards further sale or distribution (as such term is used in Section
2(11)
of the Securities Act) thereof, and has not pre-arranged any sale with any
other
party.
5.9 Importance
of Representations
Each
Investor understands that the Shares are being offered and issued to it in
reliance on an exemption from the registration requirements of the Securities
Act, and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings
of
the Investors set forth herein in order to determine the applicability of
such
safe harbor and the suitability of the Investors to acquire the
Shares;
5.10 No
Registration
Each
Investor understands that the Shares have not been registered under the
Securities Act and may not be transferred, sold, assigned, hypothecated or
otherwise disposed of unless such transaction is the subject of a registration
statement filed with and declared effective by the Securities and Exchange
Commission or unless an exemption from the registration requirements under
the
Securities Act, such as Rule 144, is available. Each Investor represents
and
warrants and hereby agrees that all offers and sales of the Shares shall
be made
only pursuant to such registration or to such exemption from registration;
5.11 Risk
Each
Investor acknowledges that the acquisition of the Shares involves a high
degree
of risk, is aware of the risks and further acknowledges that it can bear
the
economic risk involved with the acquisition and ownership of the Shares,
including the total loss of its investment;
7
5.12 Current
Information
Each
Investor acknowledges that it has been furnished with or has acquired copies
of
all information requested by it concerning the Company;
5.13 Independent
Investigation
Each
Investor, in making the decision to acquire the Shares subscribed for, has
relied upon independent investigations made by it and its representatives,
if
any, and the Investor and such representatives, if any, have prior to any
sale
to such Investor, been given access and an opportunity to ask questions of,
and
to receive answers from, the Company or any person acting on its behalf
concerning the terms and conditions of this offering. The Investor and its
representatives, if any, have been furnished with access to all materials
relating to the business, finances and operation of the Company and materials
relating to the issuance of the Shares which have been requested by them.
The
Investor and its representatives, if any, have received complete and
satisfactory answers to any such inquiries;
5.14 No
Recommendation or Endorsement
Each
Investor understands that no federal, state or provincial agency has passed
on
or made any recommendation or endorsement of the Shares;
ARTICLE
6
CONDITIONS
TO CLOSING OF THE INVESTORS
The
obligations of the Investors to consummate the Closing shall be subject to
the
satisfaction at or prior to the Closing Date of the following conditions,
any
one or more of which may be waived by the Investors:
The
representations and warranties of the Company set forth in Article 4 shall
be
true and accurate in all material respects as of the date hereof and the
Closing
Date as though made on and as of such dates.
All
covenants contained in this Agreement to be performed by the Company on or
prior
to the Closing shall have been performed or complied with in all material
respects.
8
The
Company shall have obtained, in form and substance reasonably acceptable
to the
Investors, all necessary governmental approvals, or have the availability
of
exemptions therefrom, required by any Authority in any competent jurisdiction
for the transfer of the Shares. As of the Closing, there must be no injunction
or other order issued by any Authority of competent jurisdiction directing
that
the transactions provided for herein not be consummated as provided
herein.
CONDITIONS
TO CLOSING OF THE COMPANY
The
obligations of the Company to consummate the Closing shall be subject to
the
satisfaction at or prior to the Closing Date of the following conditions,
any
one or more of which may be waived by the Company:
The
representations and warranties of the each of the Investors set forth in
Article
5 shall be true and accurate in all material respects as of the date of this
Agreement and the Closing Date as though made on and as of such
dates.
All
covenants contained in this Agreement to be performed by each of the Investors
on or prior to the Closing shall have been performed or complied with in
all
material respects.
Each
of
the Investors shall have obtained, in form and substance reasonably acceptable
to the Company, all necessary governmental approvals, or have the availability
of exemptions therefrom, required by any Authority in any competent jurisdiction
for the transfer of the Shares. As of the Closing, there must be no injunction
or other order issued by any Authority of competent jurisdiction directing
that
the transactions provided for herein not be consummated as provided
herein.
9
ARTICLE
8
INDEMNIFICATION
8.1 Indemnification
by the Company
The
Company agrees to indemnify and hold harmless each of the Investors against
any
and all losses, claims, damages, liabilities or expenses, joint or several,
to
which such Investor or such controlling person may become subject, under
the
Securities Act, the Exchange Act or any other federal or state statutory
law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company, which consent shall not be unreasonably withheld), insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof
as contemplated below) arise out of or are based upon,
or in
connection with any breach of (a) any representation or warranty of the Company
set forth in this Agreement, or (b) any of the covenants or any other
obligations of the Company set forth in this Agreement.
8.2 Indemnification
by the Investors
Each
Investor will jointly and severally indemnify and hold harmless the Company,
each of its directors, each of its officers and each person, if any, who
controls the Company within the meaning of the Securities Act, against any
losses, claims, damages, liabilities or expenses to which the Company, its
directors, and any controlling persons may become subject, under the Securities
Act, the Exchange Act, or any other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of such
Investor, which consent shall not be unreasonably withheld and provided that
any
settlement secures a full release and does not provide for any liability
or
impose any obligations on the Company, its directors, officers or controlling
persons) insofar as such losses, claims, damages, liabilities or expenses
(or
actions in respect thereof as contemplated below) arise out of or
in
connection with any breach of (a) any representation or warranty of the
Investors set forth in this Agreement; or (b) any of the covenants or
obligations of the Investors set forth in this Agreement.
8.3 Notice
of Claim, Assumption of Defense, Settlement
With
respect to any third party claims against the indemnified party (the
“Indemnitee”)
made
subsequent to the Closing Date, the following procedures shall be
observed:
10
(a) The
Indemnitee shall promptly give notice to the indemnifying party (the
“Indemnitor”)
of any
claim as to which recovery may be sought against the Indemnitor under the
indemnity provisions set forth in Sections 9.2 or 9.3 above after the Indemnitee
becomes aware of such claim, or of the commencement of any legal proceedings
against the Indemnitee with respect to such claim after the Indemnitee has
knowledge of such proceedings, whichever shall first occur.
(b) The
Indemnitee may defend against or settle such claim or litigation in such
manner
as it may deem appropriate, and the Indemnitor shall promptly reimburse the
Indemnitee for all expenses, legal or otherwise, incurred by the Indemnitee
in
connection with the defense against and settlement of such claim or litigation,
as and when the same shall be incurred by the Indemnitee. If no settlement
of
such claim or litigation is
made,
the Indemnitor shall promptly reimburse the Indemnitee for the amount of
any
judgment rendered with respect to such claim or in such litigation and of
all
expenses, legal or otherwise, incurred by the Indemnitee in the defense against
such claim or litigation.
ARTICLE
9
TERMINATION
9.1 Events
of Termination
This
Agreement may, by notice given prior to the Closing, be terminated:
(b) by
(i)
the Investors (acting together) if a material breach of this Agreement has
been
committed by the Company and such breach has continued without cure for a
period
of thirty (30) days after notice of such breach has been made to any Investors,
or (ii) the Company if a material breach of any provision of this Agreement
has
been committed by any of the Investors and such breach has continued without
cure for a period of thirty (30) days after notice of such breach has been
made
to the Company;
(c) by
(i)
the Investors (acting together) if any of the representations and warranties
made by the Company in Article 4 are not true and accurate in all material
respects when made, or (ii) the Company if any of the representations and
warranties made by any Investor in Article 5 are not true and accurate in
all
material respects when made; or
(d) by
any
Party if the Closing has not occurred on or before the date of closing, provided
that the failure to consummate the Closing is not a result of the failure
by the
Party so electing to terminate this Agreement to perform any of its obligations
hereunder.
11
9.2 Survival
(a) Any
termination of this Agreement shall not affect any liabilities incurred by
or
any rights accrued to any Party before such date of termination.
(b) Notwithstanding
anything to the contrary herein, the provisions of Sections 2.3, 2.4 and
9.2 and
Articles 8 and 10 shall survive any termination of this Agreement.
ARTICLE
10
MISCELLANEOUS
This
Agreement shall in all respects be governed by, and construed in accordance
with, the laws of the State of Nevada, U.S.A., without reference to its rules
governing conflicts of laws.
Any
disputes, claims or controversies between the Parties arising out of or relating
to this Agreement, whether in contract, tort, equity or otherwise and whether
relating to the meaning, interpretation, effect, validity, performance,
termination or enforcement of this Agreement, shall be brought before the
state
or federal courts of the state of Nevada having jurisdiction over the Company
and each of the Parties consents to the exclusive jurisdiction of such courts.
Except
as
otherwise provided herein, the provisions hereof shall inure to the benefit
of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the Parties. This Agreement may not be assigned by any
Party
without the prior written consent of the other Parties.
Neither
this Agreement nor any term hereof may be amended, waived, discharged, or
terminated other than by a written instrument signed by the Party against
whom
enforcement of any such amendment, waiver, discharge, or termination is
sought.
12
All
notices, requests and other communications to any Party shall be in writing
and
sufficient if delivered personally or by reputable international overnight
courier or regular mail or sent by facsimile (with confirmation of
transmission), as follows:
(a)
If
to the
Company:
Cintel Corporation
0000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx,
XX 00000
Attention:
Sang
Xxx
Xxx
Telephone:
00-0-000-0000
Facsimile:
82-2-512-5111
(b)
If
to the
Investors:
Attention:
Soo
Hyun
You
Telephone: 00-00-000-0000
Facsimile:
82-31-998-4434
or
to
such other addresses or facsimile numbers as the Party to whom notice is
to be
given may have furnished to all of the other Parties in writing. Each such
notice, request, or communication shall be deemed effective upon actual receipt,
or, if given by international overnight courier, notice, request or
communication shall be deemed effective upon delivery.
Any
of
the provisions of this Agreement may be lawfully waived at any time by the
Party
which is entitled to the benefits thereof. Any such waiver shall be binding
only
if set forth in an instrument in writing signed by such Party, and shall
be
effective only with respect to such Party. No failure to enforce any provision
of this Agreement shall be deemed to or shall constitute a waiver of such
provision, and no waiver of any of the provisions of this Agreement shall
be
deemed to or shall constitute a waiver of any other provision hereof (whether
or
not similar), nor shall such waiver constitute a continuing waiver.
Each
of
the Parties shall bear its own expenses incurred on its behalf with respect
to
this Agreement and the transactions contemplated hereby, as well as any and
all
taxes and similar governmental charges, imposts, levies, fees and assessments
(including, without limitation, interest, penalty or addition thereto) imposed
by law on such Party in connection with the transactions contemplated
hereby.
13
Any
term
or provision of this Agreement that is invalid or unenforceable in any situation
in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of
the
offending term or provision in any other situation or in any other jurisdiction.
If the final judgment of a court of competent jurisdiction declares that
any
term or provision hereof is invalid or unenforceable, the Parties agree that
the
court making such determination shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid
or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid
or
unenforceable term or provision, and this Agreement shall be enforceable
as so
modified. In the event such court does not exercise the power granted to
it in
the prior sentence, the Parties agree to replace such invalid or unenforceable
term or provision with a valid and enforceable term or provision that will
achieve, to the extent possible, the economic, business and other purposes
of
such invalid or unenforceable term.
The
Parties shall cooperate reasonably with each other and with their respective
representatives in connection with any steps required to be taken as part
of
their respective obligations under this Agreement, and the Parties agree
to
furnish upon request to each other such further information, to execute and
deliver to each other such other documents and to do such other acts and
things,
all as any Party may reasonably request for the purpose of carrying out the
intent of this Agreement and the transactions contemplated hereby. As promptly
as practicable after the date hereof, each Party shall make all filings,
notices, and applications required by any Authority in any competent
jurisdiction for the transfer of the Shares.
10.10 Descriptive
Headings
The
descriptive headings used herein are for convenience only and shall not control
or affect the meaning or construction of any provision of this
Agreement.
This
Agreement may be executed in any number of counterparts, each of which may
be
executed by less than all of the Parties and all of which together shall
constitute one (1) instrument.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
14
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be
executed
by their duly authorized representatives as of the date first above
written.
CINTEL
CORPORATION
By:
_/s/
Sang Xxx Xxx
Name:
Sang Xxx Xxx
Title:
President/CEO
De
Jong An
By:
__/s/
De Jong An____________
Address:
000-0 Xxxxxx0-xxxx, Xxxxxx-xxx, Xxxxxxxx-xx, XXXXX
Hyun
Xx Xxxx
By:
_/s/Hyun
Ik Shin_______________
Address:
324-502 Jugong APT. 000-0 Xxxxxxx-xxxx, Xxxxxxxx-xx, Xxxxx, XXXXX
Sung
Xxx Xxxx
By:
_/s/
Xxxx Xxx Park_______________
Address:
0-00 Xxxxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, XXXXX
Nam
Xxx Xxx
By:
_/s/
Nam Won Cho________________
Address:
403 Byucksan Villa, 000-00 Xxxx-xxxx, Xxxx-xx, Xxxxx, XXXXX
Joon
Xxxx Xxx
By:
_/s/Joon
Sang Yoo_________________
Address:
601-301 Daewoomemberscounty, 000-0 Xxxxxxx-xxxx, Xxxxxx-xx, Xxxxx,
XXXXX
Soo
Hyun You
By:
__/s/
Soo Hyun You_________________
Address:
000-0 Xxxxxxxx-xxxx, Xxxxx-xxx, Xxxxxxxx-xx, XXXXX
Soon
Young Moon
By:
_/s/
Soon Young Moon______________
Address:
105-1205 Hyeondae APT, Dohwa-dong, Mapo-gu, Seoul, KOREA
Seol
Hee Park
By:
_/s/
Seol Hee Park___________________________
Address:
1-304 Geondeok Villia, 000-0 Xxxx-xxxx, Xxxxxx-xx, Xxxxx, XXXXX
15
SCHEDULE
A
THE
INVESTORS
|
Investor:
|
Number
of Shares:
|
Amount(US$)
|
|
De
Jong An
|
1,000,000
|
$700,000
|
|
Hyun
Xx Xxxx
|
800,000
|
$560,000
|
|
Sung
Xxx Xxxx
|
750,000
|
$525,000
|
|
Nam
Xxx Xxx
|
1,200,000
|
$840,000
|
|
Joon
Xxxx Xxx
|
400,000
|
$280,000
|
|
Soo
Hyun You
|
2,000,000
|
$1,400,000
|
|
Soon
Young Moon
|
400,000
|
$280,000
|
|
Seol
Hee Park
|
450,000
|
$315,000
|
|
Total
|
7,000,000
|
$4,900,000
|
16
