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Warrant Purchase Agreement

 

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Title:

Warrant Purchase Agreement

Entities:

Hanaro Telecom, Inc.; Korea Thrunet Co., Ltd.; Softbank Corp.

Date:

2003

Size:

Preview shows 3KB of 18KB total

Price:

$33

ID:

#366559

 

 

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                           WARRANT PURCHASE AGREEMENT



THIS WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into as of December 30, 2002, by and between SB Thrunet Pte Ltd., a Singapore
corporation ("SELLER"), and Hanaro Telecom, Inc., a Korean corporation
("PURCHASER").

RECITAL

WHEREAS, Purchaser and certain shareholders ("SELLING SHAREHOLDERS") of
Korea Thrunet Co., Ltd., a Korean corporation (the "COMPANY"), entered into a
Share Purchase Agreement dated December 30, 2002 (the "SHARE PURCHASE
AGREEMENT"), pursuant to which Purchaser has agreed to purchase from Selling
Shareholders, and Selling Shareholders have agreed to sell to Purchaser, all of
the shares of common stock of the Company held by Selling Shareholders; and

WHEREAS, in connection with the transactions contemplated under the
Share Purchase Agreement, on the terms and subject to the conditions contained
herein, Purchaser desires to purchase from Seller, and Seller desires to sell to
Purchaser, warrants to subscribe for (i) an aggregate of 17,370,892 shares (as
adjusted) of common stock of the Company, as represented by Series 17 Warrant,
Certificates Nos. 1 to 10, and (ii) an aggregate of 8,685,446 shares (as
adjusted) of the Company's common stock, as represented by Series 18 Warrant,
Certificate No. 1 (collectively, the "WARRANTS").


AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and conditions contained herein, the parties to this Agreement
hereby agree as follows:

1. PURCHASE AND SALE OF THE WARRANTS. At the Closing (as defined in
Section 2 below), on the terms and subject to the conditions contained herein,
Purchaser shall purchase the Warrants from Seller, and Seller shall sell the
Warrants to Purchaser. The purchase price for the Warrants (the "PURCHASE
PRICE") shall be Two Million U.S. Dollars (US$2,000,000).

2. THE CLOSING.

2.1 The Closing. The closing of the purchase and sale of the Warrants
as contemplated hereby (the "CLOSING") shall take place on the date of the
Second Closing under the Share Purchase Agreement, which is contemplated to take
place occur on or about February 7, 2003 (the "CLOSING DATE"), at the offices of
Shin & Kim. Purchaser shall make commercially reasonable efforts to effect the
First and Second Closings under the Share Purchase Agreement on or prior to
February 7, 2003.

{PAGE}

2.2 Closing Deliveries. The following deliveries shall be made by
the parties at the Closing:

(a) Delivery of Certificates for the Warrants. Seller shall
deliver to Purchaser the original certificates representing the Warrants.

(b) Delivery of Purchase Price. Purchaser shall deliver the
Purchase Price to Seller by wire transfer of immediately available funds to an
account specified by Seller at least two (2) business days prior to the Closing.

 

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