SHARE SALE AND PURCHASE AGREEMENT By and among Ispromotion Co., Ltd. Soo Hyun You Seol Hee Park Nam Won Cho De Jong An Hyun Ik Shin Sung Hyun Yoon Soon Young Moon Joon Sang Yoo Gangnam TM Center Co., Ltd. as Sellers, and CINTEL CORPORATION as...
By
and among
Ispromotion
Co., Ltd.
Soo
Hyun You
Seol
Hee Park
Nam
Xxx Xxx
De
Jong An
Hyun
Ik Xxxx
Xxxx
Xxxx Xxxx
Soon
Xxxxx Xxxx
Xxxx
Xxxx Xxx
Gangnam
TM Center Co., Ltd.
as
Sellers,
and
CINTEL
CORPORATION
as
Purchaser
Dated
May 18, 2007
This
SHARE SALE AND PURCHASE AGREEMENT ("Agreement")
is
made and entered into as of the 18th
day of
May 2007, by and among:
Each
Seller as described in Exhibit A (hereinafter collectively referred to as
“Sellers”);
and
Cintel
Corporation, a
Nevada
corporation having its principal place of business located at 0000 Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000, XXX ( “Purchaser”)
Sellers
and Purchaser are referred to herein individually as a "Party"
and
collectively as the "Parties".
RECITALS:
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A.
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Bluecomm
Korea, Co., Ltd. (the
"Company")
is a company incorporated and existing under the laws of Korea with
its
registered office at 000 Xxxxxxxx-xxxx, Xxx-Xx, Xxxxxxx, Xxxxx. The
Company is engaged in the business of CRM Solution and consulting,
Call
Center Operation, Database
marketing.
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X.
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Xxxxxxx
own or will own immediately prior to the Closing (as defined herein
below)
220,000 common shares of the Company (the "Sale
Shares")
representing 100% of the issued and outstanding capital stock of
the
Company.
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C.
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Subject
to the terms and conditions herein, Sellers desire to sell the Sale
Shares
to Purchaser, and Purchaser desires to purchase the Sale Shares from
Sellers.
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NOW,
THEREFORE, the Parties hereby agree as follows:
ARTICLE
I DEFINITIONS
Section
1.1 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:
"Action"
shall
mean any claim, litigation, arbitration or inquiry, or judicial, administrative,
regulatory or other proceeding, brought by or before (or, in the case of a
claim, capable of being brought by or before) any court, government agency
or
other Government Authority or any Person.
"Agreement"
or
"this Agreement"
shall
mean this Share Sale and Purchase Agreement, together with the Exhibit,
Disclosure Schedule, Schedules and any other referenced document in this Share
Sale and Purchase Agreement.
"Business
Day"
shall
mean any day (except a Saturday, Sunday or legal holiday) on which banks are
generally open for normal banking business in Seoul, Korea.
"Closing"
shall
have the meaning ascribed to such term in Section 3.1.
"Closing
Date"
shall
mean the date when the Closing occurs.
"Company
Consents"
shall
mean all of the Consents necessary for the Company to consummate the
Closing.
"Company
Material Adverse Effect"
shall
mean a material change, effect, or event that is materially adverse to the
business, financial condition or results of operations of the Company, taken
as
a whole, except for any losses attributable to such change, effect or event
that
directly or indirectly results from: (i) any change in the industries and
markets in which the Company operates generally, (ii) any conditions affecting
the economy of Korea generally, and (iii) any changes in applicable
Law,
judgments, orders or decrees.
"Consents"
shall
mean any consent, approval, authorization, ratification, release, waiver or
other authorization by any Person.
"Employee
Plan"
shall
mean all employee benefit plans and all bonus, stock option, stock purchase,
pension, severance or other benefits plans, and all employment, termination,
severance, collective bargaining agreement or other agreements, to which the
Company is a party, which are maintained for the benefit of employees (up to
and
including Sangmu-bo)
of the
Company.
"Encumbrances"
shall
mean any and all charges, liens, security interests, options, claims, mortgages,
pledges, proxies, voting trusts or agreements, obligations, understandings
or
arrangements or other restrictions on title or transfer of any nature
whatsoever.
"Environmental,
Health and Safety Provisions"
shall
mean all Laws applicable to the Company, as amended from time to time and as
now
or hereafter in effect up to the Closing, relating to pollution, contamination,
erosion or protection of the Environment, noise levels, or the health and safety
of any Persons, including, without limitation, all those relating to the
presence, use, production, generation, handling, transportation, treatment,
storage, disposal, distribution, labeling, testing, processing, discharge,
release, seepage, potential release or seepage, control, or cleanup of any
hazardous materials.
"Financial
Statements"
shall
mean the audited financial statements including balance sheet together with
the
statements of income of the Company as at and for the year ended December 31,
2006 and the unaudited but reviewed financial statements including balance
sheet
together with the statements of income of the Company as at and for the
three-month period ended March 31, 2007 (the “Most
Recent Fiscal Month End”)
prepared in accordance with the requirements of applicable Laws and with Korean
GAAP, all certified by E-Jung Accounting Corporation , independent certified
public accountants, whose report thereon is included therein.
"Governmental
Approvals"
shall
mean any approval, consent, or authorization from, or registration or filing
with, notice to, or license, permit, or certification from, any Government
Authority. Governmental Approvals with respect to any action to be taken by
any
Party hereunder means such Governmental Approvals as are required for the action
under applicable Law.
"Government
Authority"
shall
mean any national, local or foreign government, governmental, regulatory or
administrative authority or agency, or tribunal, court, or other judicial or
arbitral body.
"Intellectual
Property"
shall
mean (a) all inventions (whether patentable or unpatentable and whether or
not
reduced to practice), all improvements thereto, and all patents, patent
applications, and patent disclosures, (b) all trademarks, service marks, trade
dress, logos, trade names, and corporate names, together with all translations,
adaptations, derivations, and combinations thereof and including all goodwill
associated therewith, and all applications, registrations, and renewals in
connection therewith, (c) all copyrightable works, all copyrights, and all
applications, registrations, and renewals in connection therewith, (d) all
trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (e) all computer software (including data and
related documentation), (f) all other proprietary rights, and (g) all copies
and
tangible embodiments thereof (in whatever form or medium).
"Korea"
shall
mean the Republic of Korea and shall include the correlative meaning of the
adjective "Korean".
"Korean
GAAP"
shall
mean generally accepted accounting principles in Korea in
effect
as of the
date
hereof.
"Law"
or
"Laws"
shall
mean any (i) national, provincial, state, or local statutes, regulations,
ordinances, rules, codes, judgments, awards, orders or policies of Governmental
Authorities, terms and conditions of Governmental Approvals, and any other
rules, standards or specifications having the force or effect of law, whether
Korean or foreign, and (ii) treaties, conventions, protocols and other
promulgations having transnational legal effect.
"Liability"
shall
mean any liabilities, losses, indebtedness or obligations (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or fixed, whether liquidated or un-liquidated, whether matured or
unmatured or determined or undetermined, and whether due or to become due),
including without limitation those arising under any order of a Government
Authority or other Law or equity (including, without limitation, any Law
relating to Taxes), and those arising from any contract, agreement, arrangement,
commitment or undertaking.
"Person"
shall
mean a natural person, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture or other entity or organization.
"Purchase
Price"
shall
mean the amount stipulated in Section 2.2.
"Real
Property"
shall
mean all land, structures, buildings or other tangible assets permanently
affixed to the land that is reflected as an asset of the Company on the
Reference Balance Sheet.
"Reference
Balance Sheet"
shall
mean the audited balance sheet of the Company as of December 31, 2006.
"Reference
Balance Sheet Date"
shall
mean the date of the Reference Balance Sheet.
"Sale
Shares"
shall
mean the 220,000 common shares of the Company as defined in the Recitals on
page
one of this Agreements.
"Schedule"
or
"Schedules"
shall
mean a schedule or schedules attached hereto, dated as of the date hereof and
forming a part of this Agreement.
"Seller
Consent"
shall
mean all of the Consents necessary for Sellers to consummate the
Closing.
"Subsidiary"
of any
Person shall mean any corporation with respect to which that Person (or a
Subsidiary thereof) owns a majority of the common stock or has the power to
vote
or direct the voting of sufficient securities to elect a majority of the
directors.
"Tax"
or
"Taxes"
shall
mean all taxes, charges, fees, duties, levies, penalties or other assessments
imposed by any national, provincial, local Korean or foreign Government
Authority.
"Transactions"
shall
mean the sale and purchase of the Sale Shares pursuant to this Agreement and
all
other transactions provided for or contemplated by this Agreement.
"Won"
shall
mean the Korean Won, the lawful currency of Korea.
Section
1.2 Additional Definitions.
In
this
Agreement, a reference to:
(a)
"knowledge"
shall
means (i) with respect to an individual, actual knowledge or knowledge that
an
individual would have if such person had made all prudent and reasonable
inquiries and (ii) with respect to an entity, actual or imputed knowledge of
directors, statutory auditors or chief officers of a Party (with “chief
officers” being defined as those individuals holding the position of
bujang
or
higher).
(b)
"ordinary
course of business"
means
the Company's ordinary course of business consistent with past custom and
practice and not having the Company Material Adverse Effect on the
Company.
(c)
A
matter would be considered to have been threatened” if any demand or statement
has been made in writing or any notice has been given in writing.
Section
1.3 Construction.
Whenever
the context requires, the gender of all words used in this Agreement shall
include the masculine, feminine, and neuter. Terms defined in the singular
shall
the have corresponding meaning in the plural, and vice versa. All references
herein to Articles, Sections, Schedules and Exhibits shall refer to articles,
sections, schedules and exhibits, respectively, of this Agreement. The word
“including” shall mean “including, but not limited to.”
ARTICLE
II SALE AND PURCHASE OF SHARES
Section
2.1 Sale and Transfer of Sale Shares.
Subject
to the terms and conditions of this Agreement, each Seller agrees to sell and
transfer to Purchaser, and Purchaser agrees to purchaser from each Seller the
Sale Shares free and clear of any Encumbrances, the respective numbers of which
are set forth opposite their names in Exhibit A.
Section
2.2 Purchase Price.
The
purchase price for the Sale Shares shall be the amount of Korean
Won (“KRW”
or
“Won”)
6,027,600,000 ( Six Billion Twenty Seven Million and Six Hundred Thounds
Won)
, at
Korean
Won (“KRW”
or
“Won”)
27,398
per Sale
Share multiplied by the number of Sale Shares to be sold and transferred by
each
Seller (“Purchase
Price”),
as
set forth opposite the names of each Seller in Exhibit A.
Section
2.3 Payment Method.
On
the
Closing Date, subject to the satisfaction and/or waiver of the conditions
precedent specified under Article VI herein, Purchaser shall pay the Purchase
Price to Sellers in accordance with Section 2.2 by means of wire transfer of
immediately available funds in Korean Won to a bank account of each respective
Seller in accordance the amounts set forth in Exhibit A;
ARTICLE
III THE CLOSING
Section
3.1 Closing.
Subject
to the satisfaction and/or waiver of all conditions precedent set forth under
Article VI herein, the consummation of the sale and purchase of the Sale Shares
contemplated by this Agreement (the "Closing")
shall
take place at the offices of Yulchon, located at Textile Center 00xx
Xxxxx,
000-00 Xxxxxx 0-xxxx, Xxxxxxx-xx, Xxxxx 135-713 Korea, on May 18, unless another
date or place is agreed in writing by each of the Parties. The date on which
the
Closing actually occurs is hereinafter referred to as the "Closing
Date."
Section
3.2 Closing Actions by Sellers.
At
or
prior to the Closing, each Seller shall deliver, or have delivered, to Purchaser
the following:
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(a)
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stock
certificates representing his portion of the Sale Shares;
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(b)
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the
certificates required to be delivered under Section 7.1(c) of this
Agreement;
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(c)
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a
certified copy of such Seller’s commercial registry, where
applicable;
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(d)
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a
copy of resolutions of such Seller’s board of directors authorizing the
execution delivery and performance of this Agreement, certified by
the
representative director of such Seller (or
any other officer of such Seller specifically authorized to do so),
where
applicable;
and
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(e)
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without
limitation by specific enumeration of the foregoing, all other documents
reasonably required to be executed or delivered by such Seller to
consummate the transactions herein
contemplated.
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Section
3.3 Closing Actions by the Purchaser
At
or as
of the Closing, Purchaser shall deliver, or have delivered, to Sellers the
following:
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(a)
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the
payment of the Purchase Price by wire transfer of immediately available
funds in accordance with Section 2.3 of this Agreement;
and
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(b)
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the
certificate required to be delivered under Section 7.2(c) of this
Agreement
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ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF
SELLERS
Section
4.1 Representations
and Warranties with Respect to Sellers.
Sellers
jointly and severally represent and warrant to Purchaser that the statements
contained in this Article IV are correct and complete in all respects as of
the
date of this Agreement and will be correct and complete in all respects as
of
the Closing Date (as though made then).
Section
4.2 Organization
Ispromotion
Co., Ltd. and Gangnam TM Center Co., Ltd. are duly organized and validly
existing under the laws of its incorporation with requisite corporate power
and
authority to make, execute, deliver and perform this Agreement. Soo Hyun You,
Seol Hee Park, Nam Xxx Xxx, De Jong An, Hyun Xx Xxxx, Sung Xxxx Xxxx, Soon
Xxxxx
Moon and Joon Xxxx Xxx are citizens of Korea with the requisite capacity to
make, execute, deliver and perform this Agreement.
Section
4.3 Authorization.
Each
Seller, where applicable, has all requisite corporate power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder
and to
own or use its properties (including the Sale Shares) that it purports to own
or
use and to carry on its business.
The
execution, delivery and performance by each Seller of this Agreement have been
duly authorized by all requisite corporate action on its part and no other
corporate proceedings on its part are required in connection with the execution,
delivery and performance by it of this Agreement.
Section
4.4 Binding
Effect.
This
Agreement has been duly executed and delivered by each Seller, and, assuming
due
and valid authorization, execution and delivery hereof by Purchaser, is a valid
and binding obligation on each Seller, enforceable against such Seller in
accordance with the terms and conditions herein, except as limited by applicable
bankruptcy, insolvency, moratorium or other similar Laws affecting creditors'
rights generally.
Section
4.5 Non-Contravention.
The
execution, delivery and performance by the Sellers of this Agreement, and the
consummation of the contemplated Transactions, do not and will not (i) violate
any provision of the Articles
of Incorporation or
other
organizational documents of it, where applicable, (ii) violate or result in
a
breach of or constitute a default under any Law to which it is subject, (iii)
contravene, conflict with or result in a violation of any of the terms or
requirements of, or give any Government Authority the right to revoke, withdraw,
suspend, cancel, terminate or modify any Governmental Approval that is held
by
the Company or that otherwise relates to the business of, or any of the plants
and facilities owned or used by the Company, or (iv) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which it is a party or by which it is bound
or to which any of its assets is subject.
Section
4.6 Governmental Consents and Approvals.
The
execution and delivery of this Agreement by each Seller, and the performance
of
his obligations hereunder, do not and will not require any material filing
with,
or clearance, consent or approval of any Government Authority.
Section
4.7 Title to Sale Shares.
Seller
is, or will be immediately prior to the Closing, the record and beneficial
owner
of, and has good title to the Sale Shares, free and clear of all Encumbrances.
Upon consummation of the Transactions and the payment of the Purchase Price
by
Purchaser to Sellers, Purchaser shall acquire good title, free and clear of
all
Encumbrances, to the Sale Shares.
Section
4.8 Litigation.
There
is
no pending Action that has been commenced against each Seller and that
challenges, or may have the effect of preventing, delaying, making illegal,
or
otherwise interfering with, any of the Transactions. To each Seller’s knowledge,
no such Action has been threatened.
Section
4.9 Representations and Warranties with Respect to the Company.
(a)
Organization.
The
Company is a chusik-hoesa
duly
organized and validly existing under the laws of Korea, and has all necessary
power, authority and capacity to own, operate or lease the properties and assets
now owned, operated or leased by it and to conduct and is qualified to conduct
the business of the Company as it is now being conducted by the Company under
the laws of Korea.
(b)
Capitalization.
The
authorized capital stock of the Company consists of 220,000 common shares having
a par value of 10,000 Won per share, of which 220,000 shares have been duly
and
validly allotted and issued and are outstanding as fully paid and non-assessable
shares. There are no additional shares of capital stock of the Company
authorized, issued or outstanding; and there are no existing options, warrants,
calls, pre-emptive rights, subscriptions or other rights, agreements,
arrangements or commitments of any character, relating to the issued or unissued
capital stock of the Company, obligating the Company to issue, transfer or
sell
or cause to be issued, transferred or sold any shares of capital stock of the
Company.
(c)
Articles
of Incorporation and Other Corporate Records.
The
Company has provided to Purchaser complete and accurate copies of the articles
of incorporation of the Company and minutes of general shareholders meetings
and
board of directors meetings of the Company for the last three (3) years.
(d)
Financial
Statements.
The
Company has provided to Purchaser true and complete copies of the Financial
Statements. The Financial Statements accurately reflect in all material respects
the books and records of the Company and have been prepared in accordance with
Korean GAAP to fairly represent the financial position, results of operations
and cash flow of the Company, and reflect all material liabilities of the
Company, fixed or contingent, required to be disclosed pursuant to Korean GAAP
as of the times and for the periods referred to therein.
(e)
Books
and Records.
All
books of account and other financial records of the Company, have been fully,
properly and accurately kept and completed, do not contain or reflect material
inaccuracies or discrepancies of any kind up to date and fairly set out in
all
material respects the financial position of the Company as at the dates thereof
and disclose all material transaction undertaken or approved through the date
thereof.
(f)
Undisclosed
Liabilities.
The
Company does not have any Liability (and there is no basis for any present
or
future action, suit, proceeding, hearing, investigation, charge, complaint,
claim or demand against the Company giving rise to any Liability), except for
(i) Liabilities set forth on the face of the Reference Balance Sheet and (ii)
Liabilities which have arisen after the Most Recent Fiscal Month End in the
ordinary course of business (none of which results from, arises out of, relates
to, is in the nature of , or was caused by any breach of contract, breach of
warranty, tort, infringement or violation of law)
(g)
No
Company Material Adverse Effect.
Since
the Reference Balance Sheet Date there has not been any Company Material Adverse
Effect, or any event or development which, individually or together with other
such events, could reasonably be expected to result in a Company Material
Adverse Effect.
(h)
Litigation.
The
Company is not involved in any pending or threatened litigation, arbitration
or
administrative suits, actions, claims, proceedings or investigations which
may
result in a Company Material Adverse Effect, or which may challenge the validity
or propriety of this Agreement or any terms or conditions hereof, or which
seek
to restrain, enjoin or prohibit any of the transactions contemplated hereby.
(i)
Compliance
with Law.
The
Company is not in violation of any Law or existing Governmental Approval which,
individually or together with other such events, could reasonably be expected
to
result in a Company Material Adverse Effect. The Company has all Governmental
Approvals necessary or proper in all material respects to conduct its operations
as currently conducted.
(j)
Taxes.
(i)
The
Company has duly filed, within the times and in the manner required by Law,
all
tax returns and tax reports that are required to be filed by it. All Taxes
payable by, or due from, the Company have been paid, and no deficiency for
any
material amount of Tax has been asserted or assessed against the Company. There
is no pending or to the knowledge of Sellers, threatened examination, audit
or
investigation of the Company in respect of Taxes.
(ii)
The
Financial Statements as of the dates thereof fully reflect accrued liabilities
for all Taxes which are not yet due and payable and for which tax returns are
not yet required to be filed.
(k)
Subsidiaries
and Shareholdings.
There
are no Subsidiaries of the Company. The Company owns no shares or other
securities of, and has no equity or debt investment in, any Person.
(l)
Real
Properties and Other Assets.
Except
as set forth in Disclosure Schedule 4.8(1), the Company does not own or have
any
interest in, nor is the Company a party to any contract to purchase, sell or
otherwise acquire or dispose of any Real Properties and other fixed assets.
The
Company either owns or has leasehold interests in, all Real Properties and
other
fixed assets used by it, free and clear of any material Encumbrances, except
as
disclosed in Disclosure Schedule 4.8(1). The Real Properties and other fixed
assets used by the Company are in good operating condition and repair and are
not in need of maintenance or repairs and are suitable for the continued
business operations of the Company after the Closing in substantially the same
manner as conducted prior to the Closing.
(m)
Intellectual
Property Rights.
The
Company has not interfered with, infringed upon, misappropriated, or otherwise
come into conflict with any Intellectual Property rights of third parties.
The
Company owns, or possesses adequate licenses or other rights to use, all
Intellectual Property, if any, necessary to conduct its business as now operated
by it. The Intellectual Property, if any, registered in the name of or owned
or
used by or licensed to the Company and applications for any thereof (hereinafter
the “Intangibles”) are described or referenced in Disclosure
Schedule
4.9(m). Seller hereby specifically acknowledge that all right, title and
interest in and to certain Intellectual Property listed on Disclosure
Schedule
4.9(m) as patents are owned by the Company or the Company has a right to use
the
same. No officer, director, shareholder or employee of the Company or any
relative or spouse of any such person owns any Intellectual Property, nor is
any
of them a party to any license agreement, used by or useful to the Company
or
related to its business except as listed in Disclosure
Schedule
4.9(m). All of said Intellectual Property and Intangibles are valid and in
good
standing to the best of Seller’s knowledge, and are free and clear of all liens,
security interests, charges, restrictions and encumbrances of any kind
whatsoever, and have not been licensed to any third party except as described
in
Disclosure
Schedule
4.9(m).
(n)
Employee
Plans.
The
Company is not a party to or bound by any collective bargaining agreement,
has
not experienced any strikes, grievances, claims of unfair labor practices or
other collective bargaining disputes, and has not committed any unfair labor
practice. No executive, key employee or group of employees has given notice
of
his or their intention to terminate employment with the Company.
(o)
Insurance.
The
Company is insured against such losses and risks and in amounts as is customary
in the business in which it engaged. No notice of default with respect to any
provision of any such policies has been received, and all such policies are
in
full force and effect and will not be impaired as a result of the performance
of
this Agreement except for such defaults, non-effectiveness and impairments
that,
individually or in the aggregate, neither have had nor are reasonably likely
to
have a Company Material Adverse Effect..
(p)
Environmental.
The
Company has been and is in compliance with all Environmental, Health and Safety
Provisions in all material respects.
(q)
Insolvency,
Winding up, etc.
No
order has been made, petition filed or resolution passed for the winding up,
dissolution or liquidation of the Company or for the appointment of a
liquidator, custodian or trustee for all or substantially all of the property
or
assets of the Company or for an administrative order with respect to the
Company. The Company has not commenced any other proceeding for itself under
any
bankruptcy, reorganization, composition, arrangement, adjustment of debt,
release of debtors, dissolution, insolvency, liquidation or similar law of
any
jurisdiction, and there has not been commenced against the Company any such
proceeding. No public auction, foreclosure, attachment, execution or other
process has been levied or threatened on any assets of the Company.
(r)
Material
Contracts.
Excepts
for contracts under which the obligations of the Company do not exceed
300,000,000 Won (or the equivalent thereof in other currencies), the Company
is
not a party to any contract other than those set forth in Disclosure Schedule
4.8(r). The Company is not in breach of any of the contracts referred to in
this
paragraph.
(s)
Conflicting
Instruments.
The
execution by the Parties of this Agreement, and the consummation of the
Transactions, do not and will not (i) violate any provision of the Articles
of
Incorporation or other internal regulations of the Company, or (ii) result
in a
breach of or constitute a default under any material contract to which the
Company is a party.
Section
4.10 NO OTHER REPRESENTATIONS.
EXCEPT
FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, NEITHER
THE
SELLER NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF SELLER MAY MAKE ANY
FURTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED.
ARTICLE
V REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser
represents and warrants to Sellers that the statements contained in this Article
V are correct and complete in all respects as of the date of this Agreement
and
will be correct and complete in all respects as of the Closing Date (as though
made then).
Section
5.1 Organization.
Purchaser
is a corporation duly organized and validly existing under the laws of the
State
of Nevada, USA.
Section
5.2 Authorization.
Purchaser
has all requisite corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution, delivery
and
performance by Purchaser of this Agreement have been duly authorized by all
requisite corporate action on the part of Purchaser and no other corporate
proceedings on the part of Purchaser are required in connection with the
execution, delivery and performance by Purchaser of this Agreement.
Section
5.3 Binding Effect.
This
Agreement has been duly and validly executed and delivered by Purchaser.
Assuming the due authorization, execution and delivery of this Agreement by
Sellers, this Agreement constitutes a legal, valid and legally binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors’ rights
generally..
Section
5.4 Non-Contravention.
The
execution, delivery and performance by Purchaser of this Agreement, and the
consummation of the Transactions contemplated hereby, do not and will not (i)
violate any provision of the Articles of Incorporation, bylaws or other
organizational documents of Purchaser, or (ii) violate or result in a breach
of
or constitute a default under any Law to which Purchaser is subject.
ARTICLE
VI COVENANTS
Section
6.1
Conduct of the Business Pending the Closing.
During
the
period prior to the Closing, (a) Sellers shall cause the business of the Company
to be conducted in the ordinary course of business, (b) Sellers shall cause
the
Company not to engage in activities that are likely to have a Company Material
Adverse Effect, (c) Sellers shall not, and Sellers shall cause the Company
not
to, enter into any transaction, or otherwise do anything, inconsistent with
any
of the representations and warranties under Article IV or any of the covenants
under Article VI, and (d) Sellers shall cause the Company to keep its business
and building premises substantially intact, including its present operations,
physical facilities, working conditions, and relationships with lessors,
licensors, suppliers, customers, and employees.
(a) Except
as
otherwise expressly contemplated by this Agreement or with the prior written
consent of the Purchaser, the Sellers shall, and shall cause the Company
to:
Conduct
the businesses of the Company only in the ordinary course consistent with past
practice;
|
(i)
|
Use
its best efforts to (A) preserve its present business operations,
organization (including, without limitation, management and the sales
force) and goodwill of the Company and (B) preserve its present
relationship with persons and/or entities having business dealings
with
the Company;
|
|
(ii)
|
Maintain
(A) all of the assets and properties of the Company in their current
condition, ordinary wear and tear excepted and (B) insurance upon
all of
the properties and assets of the Company in such amounts and of such
kinds
com-parable to that in effect on the date of this
Agreement;
|
|
(iii)
|
(A)
maintain the books, accounts and records of the Company in the ordinary
course of business consistent with past practices, (B) continue to
collect
accounts receivable and pay accounts payable utilizing normal procedures
and without discounting or accelerating payment of such accounts,
and (C)
comply with all contractual and other obligations applicable to the
operation the Company; and
|
|
(iv)
|
Comply
in all material respects with applicable
laws.
|
(b) Except
as
otherwise expressly contemplated by this Agreement or with the prior written
consent of the Purchaser, the Sellers shall not, and shall cause the Company
not
to:
|
(i)
|
Declare,
set aside, make or pay any dividend or other distribution in respect
of
the capital stock of the Company or repurchase, redeem or otherwise
acquire any outstanding shares of the capital stock or other securities
of, or other ownership interests in, the
Company;
|
|
(ii)
|
Transfer,
issue, sell or dispose of any shares of capital stock or other securities
of the Companies or grant options, warrants, calls or other rights
to
purchase or otherwise acquire shares of the capital stock or other
securities of the Company;
|
|
(iii)
|
Effect
any recapitalization, reclassification, stock split or like change
in the
capitalization of the Company;
|
|
(iv)
|
Amend
the charter documents of the Company;(A) materially increase the
annual
level of compensation of any employee of the Company, (B) increase
the
annual level of compensation payable or to become payable by the
Company
to any of its executive officers, (C) grant any unusual or extraordinary
bonus, benefit or other direct or indirect compensation to any employee,
director or consultant, (D) increase the coverage or benefits available
under any (or create any new) severance pay, termination pay, vacation
pay, company awards, salary continuation for disability, sick leave,
deferred compensation, bonus or other incentive compensation, insurance,
pension or other employee benefit plan or arrangement made to, for,
or
with any of the directors, officers, employees, agents or representatives
of the Company or otherwise modify or amend or terminate any such
plan or
arrangement or (E) enter into any employment, deferred compensation,
severance, consulting, non-competition or similar agreement (or amend
any
such agreement) to which the Company is a party or involving a director,
officer or employee of e the Company in his or her capacity as a
director,
officer or employee of the Company;
|
|
(v)
|
Except
for trade payables and for indebtedness for borrowed money incurred
in the
ordinary course of business and consistent with past practice, borrow
monies for any reason or draw down on any line of credit or debt
obligation, or become the guarantor, surety, endorser or otherwise
liable
for any debt, obligation or liability (contingent or otherwise) of
any
other Person, or change the terms of payables or receivables;
|
|
(vi)
|
Subject
to any lien (except for leases that do not materially impair the
use of
the property subject thereto in their respective businesses as presently
conducted), any of the properties or assets (whether tangible or
intangible) of the Company;
|
|
(vii)
|
Acquire
any material properties or assets or sell, assign, transfer, convey,
lease
or otherwise dispose of any of the material properties or assets
(except
for fair consideration in the ordinary course of business consistent
with
past practice) of the Company except, with respect to the items listed
on
Schedule 6.2(b)(viii) hereto, as previously consented to by the
Purchaser;
|
|
(viii)
|
Cancel
or compromise any debt or claim or waive or release any material
right of
either of the Company except in the ordinary course of business consistent
with past practice;
|
|
(ix)
|
Enter
into any commitment for capital expenditures out of the ordinary
course;
|
|
(x)
|
Permit
the Company to enter into any transaction or to make or enter into
any
Contract which by reason of its size or otherwise is not in the ordinary
course of business consistent with past
practice;
|
|
(xi)
|
Permit
the Company to enter into or agree to enter into any merger or
consolidation with, any corporation or other entity, and not engage
in any
new business or invest in, make a loan, advance or capital contribution
to, or otherwise acquire the securities of any other Person;
or
|
|
(xii)
|
Except
for transfers of cash pursuant to normal cash management practices,
permit
either of the Companies to make any investments in or loans to, or
pay any
fees or expenses to, or enter into or modify any Contract with, any
Seller
or any Affiliate of any Seller.
|
Section
6.2 Certain
Transaction.
In
furtherance of and without limiting Article 6.1, until the Closing Date, Sellers
shall cause the Company not to, without the prior written consent of Purchaser,
increase or decrease its capital, issue new shares of capital stock, grant
or
issue any Encumbrance or right in respect of shares of capital stock of the
Company, or declare, set aside, or pay any dividend or make any distribution
with respect to its capital stock or redeem, purchase, or otherwise acquire
any
of its capital stock.
Section
6.2 Approvals
and Consents.
The
Parties shall use their reasonable best efforts to obtain all necessary
Governmental Approvals and necessary consents of third parties in order to
expedite consummation of the Transactions contemplated herein.
Section
6.3 Further Assurances.
From and
after
the Closing, the Parties shall execute such further documents, and perform
such
further acts, as may be necessary to transfer and convey the Sale Shares to
Purchaser on the terms herein contained, and to otherwise comply with the terms
of this Agreement and consummate the Transactions herein contemplated, and
shall
execute such further documents and perform such further acts as may be necessary
for the same.
ARTICLE
VII CONDITIONS PRECEDENT
Section
7.1 Conditions
to Obligations of Purchaser to Consummate the Closing.
The
obligations of Purchaser to complete the Closing hereunder are subject, at
the
option of Purchaser, to the fulfillment prior to or at the Closing of each
of
the following conditions, any one or more of which may be waived by Purchaser
in
writing. The failure by Purchaser at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time
to
time
|
(a)
|
Covenants.
Sellers shall have performed and complied with, in all material respects,
all covenants, agreements and conditions required by this Agreement
to be
performed or complied with prior to or at the time of
Closing.
|
|
(b)
|
Representations
and Warranties.
Each
and every of
the representations and warranties made by Sellers in this Agreement
shall
be true, accurate and correct as set forth in this Agreement in all
material respects at and as of the Closing Date as though such
representations and warranties were made at and as of the Closing
Date.
|
|
(c)
|
Certificate.
There shall have been delivered to Purchaser at the Closing a certificate
executed by a duly authorized representative of each Seller, which
shall
be dated as of the Closing Date, certifying that (a) the representations
and warranties of it contained in this Agreement are true in all
material
respects at and as of the time of the Closing with the same effect
as
though such representations and warranties had been made by it at
and as
of such time, (b) that the conditions set forth in subsections (a)
and (b)
of this Section 7.1 have been fulfilled, and (c) that all authorizations,
consents, approvals and waivers or other actions required to be obtained
by it in connection with the execution, delivery and performance
of this
Agreement and the consummation of the Transactions contemplated by
this
Agreement have been obtained.
|
|
(d)
|
Consents
and Approvals.
All authorizations, consents, waivers, Governmental Approvals or
other
actions or proceedings required to be obtained or taken by the Seller
or
the Company under the laws of any jurisdiction or under this Agreement
in
connection with the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby, or
required
to prevent a breach or default by the Company under any lease, contract,
bond, note or other document or instrument by virtue of the transactions
contemplated hereby, shall have been duly obtained.
|
|
(e)
|
Encumbrances
on Sale Shares.
Any and all Encumbrances on the Sale Shares shall have been released
and
cancelled on or before the Closing Date.
|
|
(f)
|
Legal
Proceedings.
No Legal Proceedings shall have been instituted or threatened or
claim or
demand made against the Sellers, the Company, or the Purchaser seeking
to
restrain or prohibit or to obtain substantial damages with respect
to the
consummation of the transactions contemplated hereby, and there shall
not
be in effect any order by any Government Authority of competent
jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated
hereby;
|
Section
7.2 Conditions to Obligations of Sellers to Consummate the Closing.
The
obligations of Sellers to complete the Closing hereunder are subject, at the
option of Sellers, to the fulfillment prior to or at the Closing of each of
the
following conditions, any one or more of which may be waived by Sellers. The
failure by Sellers at any time to exercise any of the foregoing rights shall
not
be deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to
time
|
(a)
|
Covenants.
Purchaser shall have performed and complied with, in all material
respects, all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the
time
of Closing.
|
|
(b)
|
Representations
and Warranties.
Each
and every of
the representations and warranties made by Purchaser in this Agreement
shall be true, accurate and correct as set forth in this Agreement
in all
material respects at and as of the Closing Date as though such
representations and warranties were made at and as of the Closing
Date.
|
|
(c)
|
Certificate.
There shall have been delivered to each Seller at the Closing a
certificate executed by a duly authorized officer of Purchaser, which
shall be dated as of the Closing Date, certifying (a) that the
representations and warranties of Purchaser contained in this Agreement
are true at and as of the time of the Closing with the same effect
as
though such representations and warranties had been made by Purchaser
at
and as of such time, (b) that the conditions set forth in Section
7.2 have
been fulfilled, and (c) that all authorizations, consents, approvals
and
waivers or other actions required to be obtained by Purchaser in
connection with the execution, delivery and performance of this Agreement
and the consummation of the Transactions contemplated by this Agreement
have been obtained.
|
|
(d)
|
Consents
and Approvals.
All authorizations (including, without limitation, corporate
authorizations), consents, waivers, Governmental Approvals, or other
actions or proceedings required to be obtained or taken by Sellers
or
Purchaser under the laws of any jurisdiction or under this Agreement
in
connection with the execution, delivery and performance of this Agreement
shall have been duly obtained.
|
ARTICLE
VIII TERMINATION
Section
8.1 Termination.
Certain
of the Parties may terminate this Agreement as provided below:
|
(a)
|
Purchaser
and Sellers may terminate this Agreement by mutual written consent
at any
time prior to the Closing;
|
|
(b)
|
Purchaser
may terminate this Agreement by giving written notice to Sellers
at any
time prior to the Closing (i) in the event any of the Sellers has
breached
any representation, warranty or covenant contained in this Agreement
in
any material respect, Purchaser has notified Sellers of the breach,
and
the breach has continued without cure for a period of 30 days after
the
notice of breach or (ii) if the Closing shall not have occurred on
or
before Jun 15, 2007, by reason of the failure of any condition precedent
under Article VII hereof (unless the failure results primarily from
Purchaser itself breaching any representation, warranty or covenants
contained in this Agreement); and
|
|
(c)
|
Sellers
may terminate this Agreement by giving written notice to Purchaser
at any
time prior to the Closing (i) in the event Purchaser has breached
any
representation, warranty or covenant contained in this Agreement
in any
material respect, any of the Sellers has notified Purchaser of the
breach,
and the breach has continued without cure for a period of 30 days
after
the notice of breach or (ii) if the Closing shall not have occurred
on or
before Jun 15, 2007, by reason of the failure of any condition precedent
under Article VII hereof (unless the failure results primarily from
Sellers itself breaching any representation, warranty or covenants
contained in this Agreement).
|
Section
8.2 Effect of Termination.
(a)
If
any Party terminates this Agreement pursuant to Section 8.1 above, all rights
and obligations of the Parties hereunder shall terminate without any Liability
to the other Party, except for any Liability of any Party then in breach.
(b)
In
the event of termination of this Agreement under Section 8.1, this Agreement
shall immediately, as from the date of such termination by the Party entitled
to
do so, become void, except for Articles I, IX, and X, and there shall be no
obligation or liability on the part of either Party, except that nothing herein
shall relieve any Party from any liability, in accordance with Article IX,
for
any breach of material representations, warranties or covenants which occurred
prior to such date of termination..
ARTICLE
IX INDEMNIFICATION
Section
9.1 Indemnification of the Parties
Each
Party (the "Indemnifying
Party")
will
indemnify and hold harmless the other Party (the "Indemnified
Party")
for,
and will pay to the other Party the amount of, any loss, liability, claim,
damage, expense (including reasonable attorneys' fees) (collectively,
"Damages"),
arising from:
(a)
any
breach of any representation or warranty made by the Indemnifying Party in
this
Agreement; or
(b)
any
breach by the Indemnifying Party of any covenant undertaken by the Indemnifying
Party in this Agreement. (collectively, a "Breach".)
Section
9.2 Survival of Representations and Warranties.
All
of
the representations and warranties provided for in this Agreement shall survive
the Closing and remain in full force and effect for a period of one year after
the Closing Date. Commencing on the first anniversary of the Closing Date,
no
Party will have any liability (for indemnification or otherwise) with respect
to
any representation, warranty or covenant or obligation to be performed and
complied with prior to the Closing Date, unless before the first anniversary
of
the Closing Date the Indemnifying Party receives written notice from the
Indemnified Party of a claim specifying the factual basis of that claim in
reasonable detail.
Section
9.3 Other Remedies.
Nothing
in this Agreement shall be construed to prevent any Party from enforcing any
rights or remedies which may be available to it under applicable law, except
to
the extent such rights or remedies are expressly modified or limited in this
Agreement.
ARTICLE
X MISCELLANEOUS
Section
10.1 Taxes, Fees and Expenses.
All
Taxes
and all fees and expenses incurred in connection with this Agreement and the
consummation of the Transactions shall be paid by the Party incurring such
Taxes, fees and expenses, except as specifically provided to the contrary in
this Agreement.
Section
10.2 Amendment.
This
Agreement may be amended, modified or supplemented in any and all respects,
but
only by a written instrument signed by all of the Parties hereto expressly
stating that such instrument is intended to amend, modify or supplement this
Agreement.
Section
10.3 No Assignment.
No
Party
may assign, transfer or otherwise convey, or create any Encumbrance over, its
rights or obligations hereunder in whole or in part to any other Person without
the prior written consent of the other Parties. Any attempted assignment or
transfer contrary to this Agreement shall be null and void. This Agreement
and
all the terms and conditions herein shall be binding upon and inure to the
benefit of the Parties and their permitted successors and assigns.
Section
10.4 Waiver.
Any
of
the terms or conditions of this Agreement which may be lawfully waived may
be
waived in writing at any time by the Party which is entitled to the benefits
thereof. Any waiver of any of the provisions of this Agreement by any Party
hereto shall be binding only if set forth in an instrument in writing signed
on
behalf of 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.
Section
10.5 Notices.
All
notices, requests, claims, demands and other communications hereunder shall
be
in writing in the English language and shall be given by hand delivery,
telecopier, courier of international reputation, or mail (registered or
certified mail, postage prepaid, return receipt requested) to the respective
Parties as follows:
(a)
If to
Sellers, to:
|
Attention:
|
●
Soo Hyun You
|
|
|
Telephone:
|
●
00-00-000-0000
|
|
|
Telecopy:
|
●
82-31-998-4434
|
(b)
If to
Purchaser, to:
|
Attention:
|
●
Sang
Xxx Xxx
|
|
|
Telephone:
|
●
000-000-0000
|
|
|
Telecopy:
|
●
822-512-5111
|
or
to
such other address as any Party hereto may, from time to time, designate in
a
written notice given in like manner to each other Party hereto. Any such notice
shall be deemed given when so delivered personally, telecopied or sent by
courier or certified or registered mail with acknowledgment of receipt or
evidence of delivery and in this latter case shall be deemed to be received
on
the date shown on such acknowledgment of receipt.
Section
10.6 Counterparts and Effectiveness.
This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement. This Agreement shall become effective
when each Party has signed a counterpart and delivered a signed counterpart
to
each of the other Parties.
Section
10.7 Entire Agreement.
This
Agreement, which includes the exhibits and schedules hereto, contains the entire
understanding of the Parties with respect to the subject matter hereof. There
are no restrictions, agreements, promises, warranties, covenants or undertakings
other than those expressly set forth in such documents with respect to the
subject matter hereof. This Agreement supersedes all prior agreements and
understandings, both written and oral, between the Parties with respect to
the
subject matter hereof.
Section
10.8 Severability.
Any
term
or provision of this Agreement that is held by a court of competent jurisdiction
or other authority to be invalid, void 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.
Section
10.9 No Third-Party Beneficiaries.
Nothing
in this Agreement, express or implied, is intended to confer on any person
or
entity, other than the Parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason
of
this Agreement.
Section
10.10 Injunctive Relief.
Each
Party acknowledges and agrees that a violation of any of the terms of this
Agreement may cause the Parties irreparable injury for which adequate remedy
at
law is not available. Accordingly, it is agreed that each Party shall be
entitled to an injunction, restraining order or other equitable relief to
prevent breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court of competent jurisdiction, in
addition to any other remedy to which they may be entitled at law or in
equity.
Section
10.11 Time of Essence.
Each
of
the Parties hereto hereby agrees that, with regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.
Section
10.12 Applicable
Law and Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the laws of
Korea without giving effect to principles of conflicts of laws thereof. The
Seoul District Court shall have exclusive jurisdiction as the court of first
instance over any dispute arising out of or in connection with this Agreement.
IN
WITNESS WHEREOF, each Seller and Purchaser has caused this Share Sale and
Purchase Agreement to be executed by a duly authorized officer as of the day
and
year first above written.
[SELLERS]
Ispromotion
Co., Ltd.
By:
/s/
Name:
Yonng Xxx Xxx
Title:
CEO
Address:
0X, Xxxxxxx Xxxxxx, 000 Xxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, XXXXX
Soo
Hyun You
By:
/s/
Address:
000-0 Xxxxxxxx-xxxx, Xxxxx-xxx, Xxxxxxxx-xx, XXXXX
Seol
Hee Park
By:
/s/
Address:
1-304 Geondeok Villa, 000-0 Xxxx-xxxx, Xxxxxx-xx, Xxxxx, XXXXX
Nam
Xxx Xxx
By:
/s/
Address:
403 Byucksan Villa, 000-00 Xxxx-xxxx, Xxxx-xx, Xxxxx, XXXXX
De
Jong An
By:
/s/
Address:
380-2 Anyang5-dong, Anyang-shi, Gyeonggi-do, KOREA
Hyun
Xx Xxxx
By:
/s/
Address:
324-502 Jugong APT. 000-0 Xxxxxxx-xxxx, Xxxxxxxx-xx, Xxxxx, XXXXX
Sung
Xxxx Xxxx
By:
/s/
Address:
101-102 Daechisamsung APT. 0000-0 Xxxxxx-xxxx, Xxxxxxx-xx, Xxxxx,
XXXXX
Soon
Young Moon
By:
/s/
Address:
105-1205 Hyeondae APT, Dohwa-dong, Mapo-gu, Seoul, KOREA
Joon
Xxxx Xxx
By:
/s/
Address:
601-301 Daewoomemberscounty, 000-0 Xxxxxxx-xxxx, Xxxxxx-xx, Xxxxx,
XXXXX
Gangnam
TM Center Co., Ltd.
By:
/s/
Name:
Woo
Xxx Xxxx
Address:
0X, Xxxxxxxxx Xxxxxxxx, 000-0 Xxxxxxx0-xxxx, Xxxxxx-xx, Xxxxx,
XXXXX
Title:
CEO
[PURCHASER]
By:
/s/
Name:
Sang Xxx Xxx
Title:
Chief Exetucitve Officer
Exhibit
A
Description
of Sellers and the Sale Shares owned by, and Purchase Price to be allocated
to,
each Seller
|
(Unit:
Share, KRW)
|
|||||||||
|
Seller
|
Sale
Share
owned
by
|
Price
Per Share
|
Purchase
Price to be allocated to
|
||||||
|
(Ispromotion
Co., Ltd.)
|
46,000
|
27,398
|
1,260,316,364
|
||||||
|
Soo
Hyun You
|
44,000
|
27,398
|
1,205,520,000
|
||||||
|
Nam
Xxx Xxx
|
26,400
|
27,398
|
723,312,000
|
||||||
|
Seol
hee Park
|
26,400
|
27,398
|
732,312,000
|
||||||
|
De
Jong An
|
22,000
|
27,398
|
602,760,000
|
||||||
|
Hyun
Xx Xxxx
|
17,600
|
27,398
|
482,208,000
|
||||||
|
Sung
Xxxx Xxxx
|
15,000
|
27,398
|
410,972,727
|
||||||
|
Joo
Xxxx Xxx
|
8,800
|
27,398
|
241,104,000
|
||||||
|
Soon
Young Moon
|
8,800
|
27,398
|
241,104,000
|
||||||
|
Gangnam
TM Center Co., Ltd.
|
5,000
|
27,398
|
136,990,909
|
||||||
|
Total
|
220,000
|
6,027,600,000
|
|||||||
Schedule
4.8(l)
Real
Properties and other fixed assets
1.
Properties
|
No.
|
Assets
name
|
Area
|
Description
|
Note
|
|
1
|
Land
|
420
㎡
|
000
Xxxxxxxx-xxxx, Xxx-Xx, Xxxxxxx, Xxxxx
|
-
|
|
2
|
Building
|
2,733
㎡
|
000
Xxxxxxxx-xxxx, Xxx-Xx, Xxxxxxx, Xxxxx
|
-
|
2.
Other fixed assets
|
No.
|
Assets
name
|
Description
|
Note
|
|
1
|
PBX(SwitchBoard)
|
Equipment
to connect the external lines to the internal
lines
|
-
|
|
2
|
CTI
system
|
Automatic
connecting equipment to connect the external line to the
counselor
|
-
|
|
3
|
IVR
system
|
Answering
service & alarm equipment located between switchboard and CTI
system
|
-
|
|
4
|
DB
server
|
Data
Storage
|
-
|
|
5
|
AudioLog(Recording)
|
Storage
equipment for call from customers
|
-
|
|
6
|
SUS
server
|
Transferring
equipment to connecting orders berween callcenter to store
|
-
|
|
7
|
Network
Equipment
|
Connecting
equipment for internal, external communication
network
|
-
|
|
8
|
PC
etc.
|
PC
for counselor and other operation
|
-
|
|
9
|
Call
Center Interior
|
Call
Center Interior
|
-
|
Schedule
4.8(m)
List
of Intellectual Property etc.
Schedule
4.8(r)
Material
contracts
|
Contract
|
Contractor
|
Contents
|
Note
|
|
Call
center operation
|
PizzaHut
Korea
|
Pizza
Hut home service Integrated Callcenter Operation
|
-
|
|
LSM
Operation
|
PizzaHut
Korea
|
DM
Dispstching Service to PizzaHut Customers
|
-
|
