EXHIBIT 10.10
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (this "Agreement") dated as of March 21, 2002, is made
and entered into by and among:
XXXXXX SCIENCE INC., a corporation organized and existing under the laws of the
Republic of Korea, having its principal office at 8th Fl., LG Palace Bldg.,
000-0 Xxxxxxx-Xxxx, Xxxx-Xx, Xxxxx, Xxxxx ("Company").
and
HOKUYO KOEKI CO., LTD., a corporation organized and existing under the laws of
Japan, having its principal office at 29th Fl., Yebisu Garden Xxxxx Xxxxx,
0-00-0 Xxxxx, Xxxxxxx-Xx, Xxxxx 000-0000, Xxxxx ("Purchaser").
RECITALS
A. The Company intends to increase its paid-in capital by issuing new
shares of its common stock.
B. The Purchaser wishes to subscribe for and purchase such new shares of
the common stock of the Company on the terms and conditions contained
herein.
NOW THEREFORE, the Company and the Purchaser agree as follows:
I. DEFINITIONS
In addition to those terms defined above, the following terms, as used herein,
shall have the meanings as set forth below, which shall include both the
singular and plural thereof:
1.1 "Common Shares" shall mean shares of the common stock of the Company,
par value of 100 Won per share.
1.2 "Won" shall mean the lawful currency of the Republic of Korea.
II. SUBSCRIPTION OF SHARES
2.1 SUBSCRIPTION OF SHARES. The Company shall issue and deliver to the
Purchaser, and the Purchaser shall subscribe for and purchase 803,220
Common Shares at 4,980 Won per share.
2.2 PAYMENT. In consideration of the subscription and purchase of new
shares as provided in Section 2.1, the Purchaser shall pay to the
Company 4,000,035,600 Won by means of wire transfer of immediately
available funds into the bank account,
designated by the Company on March 22, 2002. After confirming that the
entire amount of 4,000,035,600 Won has been deposited into the
designated bank account, the Company shall issue to the Purchaser a
receipt for the payment.
2.3 ISSUANCE OF CERTIFICATES. After completing the registration of the
capital increase, the Company shall request the Korea Securities
Depository to issue the share certificates of 803,220 Common Shares to
the Purchaser. The Purchaser shall deposit the share certificates to
the Korea Securities Depository and then shall not withdraw the share
certificates for one (1) year from the date when the share certificates
are issued.
III. MISCELLANEOUS
3.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
supersedes any prior understandings, agreements, or representations by
or between the Company and the Purchaser, written or oral, to the
extent they relate in any way to the subject matter hereto.
3.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the Laws of the Republic of Korea.
IN WITNESS WHEREOF, the Company and the Purchaser have caused this Agreement to
be duly executed by their respective officers duly authorized as of the day and
year first above written.
COMPANY:
XXXXXX SCIENCE INC.
By: /S/ XXXXX-XXXX NOH
--------------------------------
Name: Xxxxx-Xxxx Noh
Title: President
PURCHASER:
HOKUYO KOEKI CO., LTD.
By: /S/ XXXXXX XXXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President and Representative Director
