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Share Transfer Agreement

 

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Title:

Share Transfer Agreement

Entities:

Icurie, Inc.

Date:

2005

Size:

Preview shows 5KB of 22KB total

Price:

$31

ID:

#1323638

 

 

► Miscellany ► Transfer ► Share Transfer Agreements

 

 

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                            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 12 Plumtree Court, London EC4A-4HT (the
"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 Han Kim, an individual having an address at #2510 Pantheon
Regency, 27 Jeongja-dong, Bundang-gu, Seongnam-si, Kyunggi-do, Korea and a
resident identification number of 700929-204212 ("Ms. Kim"), in consideration of
2,046,638,345 Korean Won, and Ms. Kim 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.

<PAGE>

"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, Ms. Kim 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 Kim & Chang, beginning at

 

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