TERMINATION AND AMENDMENT TO THE SHARE PURCHASE AGREEMENT AND THE SHAREHOLDERS AGREEMENT

WHEREAS, as of the Effective Date, Seller 1 and Seller 2 each owns 16,400 common shares and 15,600 common shares, respectively, out of the 44,444 common stock and 1,532 redeemable convertible preferred stock, each with par value of KRW5,000 per share issued by First Virtual Lab Inc., a company having its principal place of business at ▇▇▇▇-▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇▇▇▇-▇▇, Goyang-si, Gyeonggi-do, Korea (the “Company”);

<Omitted>

WHEREAS, as of the Effective Date (for the avoidance of any doubt, the Effective Date shall mean, either individually or collectively as the context may dictate, the execution date of certain Termination and Amendment to the Share Purchase Agreement and the Shareholders Agreement dated January 19, 2024 by and among the Seller, the Purchaser and King Bear Film LLC and/or the date on which the original Share Purchase Agreement was executed; the same shall apply hereinafter), ▇▇▇, ▇▇▇▇▇▇▇▇ (the “Seller”) 1 and Seller 2 each owns 16,40012,833 common shares and 15,600 common shares, respectively, out of the 44,44434,777 common stock and 1,5321,199 redeemable convertible preferred stock, each with par value of KRW5,000 per share issued by First Virtual Lab Inc., a company having its principal place of business at ▇▇▇▇-▇▇, ▇▇▇▇ Tower, ▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ (the “Company”);

<Omitted>

WHEREAS, pursuant to this Agreement, the Seller 1 and Seller 2 desires to each sell and transfer to the Purchaser, and the Purchaser desires to acquire and purchase from each the Seller, 12,0189,404 shares and 11,430 shares, respectively, of the common stock of the Company owned by the Sellers (each or collectively as the context may dictate, the “Sale Shares”).

<Omitted>

“Material Adverse Effect” means, any fact, event, circumstance, effect or change (collectively, an “Effect”) that, individually or in the aggregate, (i) which is or could reasonably be expected to be materially adverse to the business, assets, Liabilities or condition (financial or otherwise), sales, profit, share value, or prospects of the Company, or (ii) any Effect which may or could reasonably be expected to prevent consummation of, or materially delay, this Transaction or cause this Transaction to be in violation of applicable Law.

“Material Contract” means any of the following written or oral contracts to which the Company is a party. For the purposes of calculating thresholds set forth below, contracts comprising the same transaction or series of related transactions shall be deemed to constitute a single contract:

<Omitted>

“Newly Incorporated Spin-off Company” means the company that has been newly established pursuant to the Spin-Off, which will engage in the Non-Target Businesses.

“Spin-Off” means the simple horizontal spin-off of the Company’s businesses, effective as of October 20, 2023, which has been completed in accordance with the Korean Commercial Code and the conditions agreed among the relevant parties, pursuant to which the Company’s prior businesses have been allocated such that the Newly Incorporated Spin-off Company will engage in those of the Company’s businesses whose scope has been separately agreed among the relevant parties (the “Non-Target Businesses”) and the Surviving Company will engage in the Company’s remaining businesses (the “Target Businesses”).

“Surviving Company” means the company that will engage in the Target Businesses after the Spin-Off.

<Omitted>

“Material Adverse Effect” means, any fact, event, circumstance, effect or change (collectively, an “Effect”) that, individually or in the aggregate, (i) which is or could reasonably be expected to be materially adverse to the business, assets, Liabilities or condition (financial or otherwise), sales, profit, share value, or prospects of the Company, or (ii) any Effect which may or could reasonably be expected to prevent consummation of, or materially delay, this Transaction or cause this Transaction to be in violation of applicable Law; provided, however, the Spin-Off shall not be deemed a Material Adverse Effect.

“Material Contract” means any of the following written or oral contracts to which the Company is a party. For the purposes of calculating thresholds set forth below, contracts comprising the same transaction or series of related transactions shall be deemed to constitute a single contract (provided, however, contracts related to the Spin-Off shall not be deemed a Material Contract):

2.1 Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, each of the Sellers agrees to sell to the Purchaser, and the Purchaser agrees to purchase from each of the Sellers, the Sale Shares.

2.1 Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, each of the Sellers agrees to sell to the Purchaser, and the Purchaser agrees to purchase from each of the Sellers, the Sale Shares.

2.2 Purchase Price.

(1) The purchase price for the Sale Shares payable by the Purchaser to each of the Sellers under this Agreement shall be, as determined based on the per share price of KRW1,087,523.93, as set forth in the table below, and the total aggregate amount of the purchase price payable by the Purchaser to the Sellers shall be KRW25,500,000,000 (each or collectively as the context may dictate, the “Purchase Price”). The payment of the Purchase Price shall be settled via delivery of newly issued shares to each of the Sellers that correspond to the Purchase Price (the exchange rate to be applied shall be the exchange rate first published by KEB Hana Bank on the date which is one (1) Business Day prior to the date upon which the new shares shall be delivered).

2.2 Purchase Price.

(1) The purchase price for the Sale Shares payable by the Purchaser to each of the Sellers under this Agreement shall be, as determined based on the per share price of KRW1,087,523,93555,926.17, as set forth in the table below (, and the total aggregate amount of the purchase price payable by the Purchaser to the Sellers shall be KRW25,500,000,000 (each or collectively as the context may dictate, the “Purchase Price”). The payment of the Purchase Price shall be settled via delivery of newly issued shares to each of the Sellers that correspond to the Purchase Price (the exchange rate to be applied shall be the exchange rate first published by KEB Hana Bank on the date which is one (1) Business Day prior to the date upon which the new shares shall be delivered).

13,069,728,761.51

5,227,929,730.93

3.3 Purchaser’s Performance Obligations at the Closing. On the Closing Date, simultaneously with the Sellers’ performance of its obligations set forth in Section 3.2, the Purchaser shall perform the following:

(1) provide the Sellers with documents reasonably requested by the Sellers.

3.3 Purchaser’s Performance Obligations at the Closing. On the Closing Date, simultaneously with the Seller’s’ performance of its obligations set forth in Section 3.2, the Purchaser shall perform the following:

(1) delivery of new shares issued by the Purchaser as set forth in Section 2.2(1); and

(2) provision to the Sellers of documents reasonably requested by the Seller. 

5.1 Pre-Closing Covenants.

<Omitted>

(3) Conduct of Business. Unless agreed in advance in writing by the Purchaser, the Sellers shall (i) operate the business of the Company in the Ordinary Course of Business, (ii) use best efforts to cause the Company to maintain the Company’s business, organization, Permits, goodwill and the Company’s relationships with its employees, customers, suppliers, lenders, Governmental Authorities and other parties having contractual or business relationships with the Company, and (iii) ensure that the Company does not engage in any activities set forth in Exhibit 5.1(3)(iii).

5.1 Pre-Closing Covenants.

<Omitted>

(3) Conduct of Business. Unless agreed in advance in writing by the Purchaser, the Sellers shall (i) operate the business of the Company in the Ordinary Course of Business, (ii) use best efforts to cause the Company to maintain the Company’s business, organization, Permits, goodwill and the Company’s relationships with its employees, customers, suppliers, lenders, Governmental Authorities and other parties having contractual or business relationships with the Company, and (iii) ensure that the Company does not engage in any activities set forth in Exhibit 5.1(3)(iii); provided, however, the Spin-Off shall be an exception to the foregoing.

6.1 Conditions Precedent to the Obligations of the Purchaser.

(4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively;

6.1 Conditions Precedent to the Obligations of the Purchaser.

(4) <Deleted>

<Omitted>

(8) the Spin-Off shall have been lawfully and validly completed as stipulated in the Spin-Off plan in compliance with the Korean Commercial Code and other applicable Law.

6.2 Conditions Precedent to the Obligations of the Sellers.

(4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively;

6.2 Conditions Precedent to the Obligations of the Sellers.

<Deleted>

8.3 Exercise of Termination Rights. (1) The Sellers shall be considered as a single party for the purposes of applying this Article 8.

(2) In the event that the Sellers intend to exercise their termination right under this Article 8, the Sellers shall be entitled to do so only jointly and not individually.

EXHIBIT 4.2

REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO COMPANY

<Omitted>

3. Capitalization. As of the Effective Date, the total number of the authorized shares of the Company is 1,000,000 shares, and the number of issued and outstanding shares is 44,444 shares of registered common stock and 1,532 shares of redeemable convertible preferred stock, each with the par value of KRW5,000. (Omitted)

EXHIBIT 4.2

REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO COMPANY

<Omitted>

3. Capitalization. As of the Effective Date, the total number of the authorized shares of the Company is 1,000,000 shares, and the number of issued and outstanding shares is 44,44434,777 shares of registered common stock and 1,5321,199 shares of redeemable convertible preferred stock, each with the par value of KRW5,000. (Omitted)

7. Financial Statements. The financial statements of the Company as of year 2022 (which shall mean the consolidated and unconsolidated financial statements, if consolidated financial statements have been prepared, or unconsolidated financial statements if consolidated financial statements have not been prepared; hereinafter the same), and the financial statements of the Company as of the end of the most recent fiscal year made available to the Purchaser, and the financial statements prepared as of June 30, 2023 in relation to the Spin-Off (collectively, the “Financial Statements”) have been prepared in accordance with the International Financial Reporting Standards as adopted in Korea (“K-IFRS”) applied on a consistent basis throughout the relevant periods or generally accepted accounting principles (the “Accounting Principle”), and fairly present the financial status, financial performance, cash flow and change in the capital of the Company as of the dates indicated therein or for the periods covered thereby.

WHEREAS, on (i) January 19, 2024, Seller 1, Seller 2, and the New Shareholder have entered into an amendment agreement, under which the share purchase agreement specified in the preceding paragraph is retroactively terminated with respect to Seller 2 and amended in parts (the “Termination and Amendment Agreement”), and (ii) January 19, 2024, Seller 2 and the New Shareholder have entered into a share purchase agreement, whereby Seller 2 agreed to sell to the New Shareholder, and the New Shareholder agreed to purchase from Seller 2, 8,943 shares of common stock of the Company (the share purchase agreement specified in the preceding paragraph 1 (for the avoidance of any doubt, as amended in accordance with the Termination and Amendment Agreement) and the share purchase agreement specified in this paragraph shall hereinafter be individually or collectively, as the context may dictate, referred to as the “Share Purchase Agreement(s)”).

WHEREAS, upon completion of the transactions contemplated under the preceding paragraphs, Seller 1, Seller 2, and the New Shareholder shall respectively own 3,429 shares, 3,264 shares, and 18,347 shares of common stock of the Company, which shall represent 9.5%, 9.1%, and 51% of the total outstanding common stock of the Company (each or collectively as the context may dictate, the “Sale Shares”).

<Omitted>

“Newly Incorporated Spin-off Company” means the company that has been newly established pursuant to the Spin-Off, which will engage in the Non-Target Businesses.

“Spin-Off” means the simple horizontal spin-off of the Company’s businesses, effective as of October 20, 2023, which has been completed in accordance with the Korean Commercial Code and the conditions agreed among the relevant parties, pursuant to which the Company’s prior businesses have been allocated such that the Newly Incorporated Spin-off Company will engage in those of the Company’s businesses whose scope has been separately agreed among the relevant parties (the “Non-Target Businesses”) and the Surviving Company will engage in the Company’s remaining businesses (the “Target Businesses”).

“Surviving Company” means the company that will engage in the Target Businesses after the Spin-Off.

5.1 Term and Termination

(2) This Agreement shall be effective from the Closing Date and shall remain in effect until (i) any of the Parties disposes of all of the Company’s issued shares that it owns in accordance with the conditions set forth in this Agreement, resulting in no longer owning any issued shares of the Company (in which case this Agreement shall only cease to be effective for such Party), (ii) the Company ceases to exist for any reason, (iii) the Share Purchase Agreement is terminated, or (iv) this Agreement is terminated by written agreement of the Parties.

5.1 Term and Termination

(2) This Agreement shall be effective from the Closing Date and shall remain in effect until (i) any of the Parties disposes of all of the Company’s issued shares that it owns in accordance with the conditions set forth in this Agreement, resulting in no longer owning any issued shares of the Company (in which case this Agreement shall only cease to be effective for such Party), (ii) the Company ceases to exist for any reason, (iii) all of the Share Purchase Agreements areis terminated, or (iv) this Agreement is terminated by written agreement of the Parties; provided, however, the execution of the Termination and Amendment Agreement does not constitute grounds for the termination of this Agreement.

6.1 Indemnification

(2) (ii) if any of the Existing Shareholders breaches its obligations under Article 4: an amount equal to fifty percent (50%) of the total aggregate amount of the Purchase Price set forth in Section 2.2(1) of the Share Purchase Agreement.

6.1 Indemnification

(2) (ii) if any of the Existing Shareholders breaches its obligations under Article 4: an amount equal to fifty percent (50%) of the total aggregate sum of the Purchase Price set forth in Section 2.2(1) of each of the Share Purchase Agreements (for the avoidance of any doubt, the said amount shall mean the total aggregate sum of the purchase prices set forth in the share purchase agreement to which ▇▇▇, ▇▇▇▇▇▇▇▇ is the seller and the share purchase agreement to which King Bear Film LLC is the seller).