Amendment Agreement

Amendment Agreement

 

This Amendment Agreement (hereinafter referred to as "this Agreement") is entered into on December 17, 2024 (hereinafter referred to as the “Execution Date”) by and among the following parties:

(Hereinafter collectively referred to as the “Parties”).

 

 

Recitals

 

 

Article 1: Transfer of Ownership of the Underlying Asset

Party B shall transfer the ownership of the Underlying Asset owned by Party B to Party C. The transfer price of the Underlying Asset shall be KRW 15,000,000,000, and the completion date of the ownership transfer shall be December 20, 2024. Specific details regarding the ownership transfer shall be governed by a separate Share Purchase Agreement (hereinafter referred to as the “Underlying Asset Sale Agreement”) executed between Party B and Party C.

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Article 2: Assignment of Rights and Obligations

Party B shall assign all rights, obligations, and contractual positions that Party B holds under the Existing Price Return Swap Agreement and the Existing Share Pledge Agreement (excluding the rights and obligations that are scheduled to be extinguished under this Agreement) to Party C, and Party C shall accept such assignment. Party A consents to this assignment, provided that the Underlying Asset Sale Agreement is executed and the ownership transfer of the Underlying Asset under such agreement is completed. Consequently, the parties to the Existing Price Return Swap Agreement and the Existing Share Pledge Agreement shall be changed to Party A and Party C.

 

Article 3: Settlement to Party B

Settlement Difference = Principal Amount subject to settlement × 0.1 × (Number of elapsed days from December 21, 2023, to the completion date of ownership transfer under the Underlying Asset Sale Agreement) / 365 (or 366 for a leap year)

Early Settlement Fee = Principal Amount subject to settlement × 0.8% × (Number of remaining days from the completion date of ownership transfer under the Underlying Asset Sale Agreement to maturity) / 365 (or 366 for a leap year)

 

Article 4: Amendments to Certain Provisions of the Existing Agreement

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If, on any of the following collateral evaluation dates—namely, the completion date of the ownership transfer of the Underlying Asset, March 20, 2025, June 20, 2025, and September 20, 2025 (or, if any such date is not a Trading Day, the next succeeding Trading Day, hereinafter referred to individually as the “Regular Collateral Evaluation Date”)—the value of the total collateral based on the closing price of the Collateral Shares on the Regular Collateral Evaluation Date (hereinafter referred to as the “Regular Collateral Evaluation Amount”) falls below the Collateral Threshold Amount, Party A shall, within three (3) Business Days from the Regular Collateral Evaluation Date, provide additional Collateral Shares (hereinafter referred to as “Regular Additional Collateral”) equivalent to the amount of the shortfall (hereinafter referred to as the “Regular Collateral Evaluation Shortfall”) by adding such Collateral Shares to the existing collateral. For clarity, the number of Collateral Shares to be provided as Regular Additional Collateral shall be calculated by dividing the Regular Collateral Evaluation Shortfall by the closing price of the Collateral Shares on the Regular Collateral Evaluation Date, rounded up to the nearest whole number. Furthermore, even if the Regular Collateral Evaluation Amount exceeds the Collateral Threshold Amount, any previously provided collateral shall not be returned.

 

If, on any of the following collateral evaluation dates—namely, the completion date of the ownership transfer of the Underlying Asset, March 20, 2025, June 20, 2025, and September 20, 2025 (or, if any such date is not a Trading Day, the next succeeding Trading Day, hereinafter referred to individually as the “Regular Collateral Evaluation Date”)—the value of the total collateral based on the closing price of the Collateral Shares on the Regular Collateral Evaluation Date (hereinafter referred to as the “Regular Collateral Evaluation Amount”) falls below the Collateral Threshold Amount, the pledgor shall, within three (3) Business Days from the Regular Collateral Evaluation Date, establish a pledge in favor of the pledgee on additional Collateral Shares equivalent to the amount of the shortfall (hereinafter referred to as the “Regular Collateral Evaluation Shortfall”) in accordance with the terms and format of this Share Pledge Agreement, and the pledgee shall accept such pledge. For clarity, the number of additional Collateral Shares pledged under this Article shall be calculated by dividing the Regular Collateral Evaluation Shortfall by the closing price of the Collateral Shares on the Regular Collateral Evaluation Date, rounded up to the nearest whole number.

 

 

MICO Co., Ltd.
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇▇▇▇-▇▇
Phone:
 

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Fax:
Email:

 

DAYLI TRINITY HOLDINGS, Ltd.
Attention: Wonyong Park
Address: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇
Phone:
Fax:
Email:

 

 

Article 5: General Provisions

 

 

[This section is intentionally left blank for signatures]

 

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In Witness Whereof, the Parties have executed this Agreement as of the date first written above, in three (3) copies, each Party retaining one copy, as evidence of their agreement to the foregoing terms.

 

 

“Party A”

/s/ ▇▇▇▇▇▇▇ ▇▇▇
Company Name: MICO Co., Ltd.
Representative: ▇▇▇▇▇▇▇ ▇▇▇, CEO (Seal)

 

 

“Party B”

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
Company Name: Mainstream Holdings LLC
Representative: ▇▇▇▇▇▇▇▇ ▇▇▇, Director (Seal)

 

 

“Party C”

/s/ Wonyong Park
Company Name: DAYLI TRINITY HOLDINGS, Ltd.
Representative: ▇▇▇▇▇▇▇ ▇▇▇▇, Director (Seal)

 

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