CERTAIN
SELLING SHAREHOLDERS


 


OF


 


2-TRACK
GLOBAL, INC.


 


STOCK PURCHASE AGREEMENT 


 


This Stock Purchase
Agreement (this “Agreement”) dated as of the 12th day of August 2012 (the “Effective Date”),
is being entered into by and among , World Capital Market or its designees (collectively the “Buyer”), and Woosun
(Mike) Jung (“Jung”) and those additional persons and/or entities set forth in the signature section (such additional
persons and/or entities being, each, an “Other Seller” and collectively, the “Other Sellers”
and, with Jung, each, a “Seller” and collectively, “Sellers”) (Buyer and Sellers are referred
to collectively herein as the “Parties”), with reference to the following matters:


 


RECITALS


 


A.          Buyer
wishes to acquire a majority ownership of 2-Track Global, Inc., a Nevada corporation (“2-Track”).


 


B.          Sellers
are shareholders in 2-Track, owning, respectively, that number of shares of 2-Track Common Stock set forth next to their respective
names on the signature page hereof ( for purposes hereof, Sellers are the “Selling 2-Track Shareholders”) which
together represent approximately 51% of the outstanding common shares of 2-Track.


 


C.          Sellers
desire to sell their 2-Track Shares to Buyer and Buyer desires to purchase such 2-Track Shares pursuant to this Agreement referred
to as the “Selling 2-Track Shareholder Stock Purchase Agreement”.


 


Now, therefore, in
consideration of the premises and the mutual promises herein made, in consideration of the representations, warranties, and covenants
herein contained, and of such other valuable consideration, the receipt and adequacy of which are hereby acknowledge, the Parties
agree as follows.


 


1.          Purchase
and Sale of Purchased Shares. On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Sellers,
and Sellers agree to sell to Buyer, a total of Four Hundred Forty Seven Thousand Eight Hundred Fifty Two (447,852) [Thirty One
Million Three Hundred Forty Nine Thousand Two Hundred and Seventy Seven (31,349,277) pre-split] shares of 2-Track common stock
as set forth in Exhibit A and Seventy One Thousand Four Hundred Twenty Nine (71,429) [Five Million (5,000,000) shares pre-split]
owned by Curing Capital (collectively the “Purchased Shares”).


 


2.          Purchase
Price. The purchase price (the “Purchase Price”) for
the Purchased Shares shall be One Hundred Thirty Thousand United States Dollars (US$130,000), payable as set forth below.


 






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3.          Deliveries
into Escrow.


 


(a)          In
contemplation of the transactions contemplated by this Agreement, Sellers, Buyer and LinnLaw Corp., as escrow agent (“Escrow
Agent”) have entered into that certain escrow agreement, dated as of July 3, 2012 (the “Escrow Agreement”).


 


(b)  Upon
execution and delivery of the Escrow Agreement by the Parties, Sellers will deliver, or cause to be delivered, into escrow (the
“Escrow”) stock certificates (the “Certificates”) reflecting the Purchased Shares. The Purchased
Shares shall be delivered along with such executed stock powers and instructions, in form acceptable
to 2-Track’s stock transfer agent and Buyer’s counsel, as may be reasonably required to transfer such Purchased Shares
to Buyer at the Closing (as defined below). 


 


(c)          Upon
execution and delivery of the Escrow Agreement by the Parties and to the extent not already provided by Buyer, Buyer shall deliver,
or cause to be delivered, into escrow the non-refundable amount of $25,000 (the “Deposit”) in immediately available
funds.


 


(d)          The
Deposit and the Certificates (along with the corresponding stock powers) shall be released as set forth in the Escrow Agreement.


 


4.          Appointment
of Jung as Attorney-in-Fact. 


 


(a)          To facilitate
the transactions contemplated by this Agreement, each Other Seller hereby appoints Woosun Jung as its sole and exclusive agent
for purposes of:


 


(i)          Authorizing
the disbursements from the Escrow Account on behalf of the Selling 2-Track Shareholders; and


 


(ii)          Upon the
consummation of the sale and purchase of the Purchased Shares, authorizing the allocation of the Purchase Price to pay for certain
currently outstanding legal, accounting and other fees (see Section 10), with any amounts remaining after payment of such fees
to be paid to Woosun Jung individually.


 


(b)          In
connection herewith, each Other Seller hereby irrevocably appoints Woosun Jung as such Other Seller’s attorney-in-fact with
respect to the matters set forth in this Agreement. Additionally, each Other Seller acknowledges and agrees that, upon the execution
and delivery of this Agreement by such Other Seller, Buyer shall be entitled to rely upon the authority of Woosun Jung as attorney-in-fact
for such Other Seller and that Buyer shall not be required to further confirm the authority of Woosun Jung to act on behalf of
such Other Seller in connection with any matters arising under this Agreement.


 


5.          Private
Placement of Shares. The Parties represent and acknowledge that Buyer was not contacted by any form of public solicitation
by Sellers and both Buyer and Sellers have privately negotiated this Agreement.          


 


6.          Document
Review – Due Diligence. Buyer shall have up to 20 days from the signing of the Letter of Intent (July 3, 2012) to complete
its due diligence of 2-Track, including such information pertaining to 2-Track as may be available through the US Securities and
Exchange Commission’s (“SEC”) website. In order to facilitate such due diligence, Mr. Jung will take all
steps reasonably necessary to make all the books and records of 2-Track available to Buyer and/or his representatives, subject
to such confidentiality restrictions as are reasonable and customary. In addition, Sellers agree that Buyer shall have full and
complete access, regardless of any privilege, to 2-Track’s attorney(s), accountant(s), advisor(s) and management in order
to ask such questions as Buyer or his representatives may deem appropriate, in their sole and absolute discretion, and receive
answers concerning 2-Track’s current business, assets and prospects and to obtain additional information, to the extent possessed
or obtainable without unreasonable effort or expense and subject to such confidentiality provisions as are reasonable and customary.
Buyer agrees and acknowledges that no oral representations have been made and no oral information furnished to Buyer or Buyer’s
attorney(s) or advisor(s) has been provided in any way inconsistent with the disclosure made in this Agreement. Buyer has relied
exclusively on the information provided to the Buyer in writing in conjunction with this Agreement, information from 2-Track’s
books and records, or information filed by 2-Track with the SEC and such Buyer’s own investigation of 2-Track.


 






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7.          Closing
Conditions to Buyer’s Obligations. The following conditions (“Buyer’s Closing Conditions”) must
be satisfied, or waived by Buyer, before Buyer is obligated to consummate the transactions contemplated hereby on or before August
15, 2012, unless extended by the Parties (the “Closing” and the date thereof, the “Closing Date”):


 


(a)          Buyer’s
due diligence shall be completed to Buyers’ satisfaction (in its sole, complete and absolute discretion). Such due diligence
satisfaction shall include the determination by 2-Track’s accountant that 2-Track financial reporting systems meet all applicable
GAAP rules that may be required for the auditors to perform and certify the audits for the 2009, 2010 and 2011 fiscal years.


 


(b)          2-Track
shall be in good standing in the State of Nevada.


 


(c)          The Purchased Shares being
sold by the Sellers shall constitute not less than 51% of the total number of 2-Track’s Common Stock currently outstanding.
In connection therewith, all of the Sellers shall have agreed to sell their respective Purchased Shares, it being the expressed
intent of the Parties that Buyer shall not be obligated to purchase any Purchased Shares unless it shall be able to purchase all
the Purchased Shares.


 


(d)          Unless waived by the Buyer,
2-Track shall prepare and file its Annual Report on Form 10-K for fiscal years 2009, 2010 and 2011 and its Quarterly Reports on
Form 10-Q for the and 3rd fiscal quarter of 2011 and 1st, 2nd fiscal quarters 2012. Neither Sellers
nor 2-Track shall be responsible for paying the professional fees associated with preparing these reports in excess of the amounts
allocated in this Agreement.


 


(e)          Delivery
of the certificates evidencing the Curing Capital Stock executed in blank or with stock powers executed in blank satisfactory to
effect proper transfer of record.


 


(f)          Delivery
of properly executed assignments of the Octagon Debt.


 


(g)          Unless
waived by the Buyer, commencing upon the Effective Date and continuing through the Closing, no material adverse change in the business
or financial condition or prospects of 2-Track shall have occurred.


 


(h)          All
consents, waivers and approvals of other persons and governmental authorities, if any, required for the consummation of the purchase
of the Purchased Shares shall have been obtained. All of the Purchased Shares shall be free and clear of all encumbrances, pledges,
liens or other rights in favor of any other person.


 






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(i)          Except
as set forth in Schedule 7(i), no legal, administrative, arbitration, or other proceedings, claims, suits, actions, or governmental
investigations of any nature involving 2-Track or any of its employees, property, or assets, which could have a material
adverse effect on the financial condition, prospects or business of 2-Track, or which challenges the validity or propriety of the
transactions contemplated by this Agreement, shall be pending or threatened.


 


(j)          Sellers
shall have taken all required action (including approval by any Sellers’ respective board of directors or other governing
body) necessary to authorize this transaction and the execution and delivery by Sellers of this Agreement and the performance of
Sellers’ respective obligations hereunder.          


 


If any Closing Condition
shall not be satisfied in a timely manner or be unachievable without undue effort or expense, Buyer may cancel this Agreement however
the Deposit will be forfeited and disbursed as set forth in the Escrow Agreement. If this Agreement is terminated by the 2-Track
Selling Shareholders the Escrow Agreement referred to in this Agreement shall be terminated in which case the Escrow Agent is authorized
to return the Deposit in Escrow to the Buyer and the Purchased Shares to the Sellers and terminate the Escrow Agreement on the
terms and conditions set forth in the Escrow Agreement.


 


8.          Closing
Conditions to Sellers’ Obligations. The following conditions (“Sellers’ Closing Conditions”
and, with Buyer’s Closing Conditions, the “Closing Conditions”) must be satisfied, or waived by Sellers,
before Sellers are obligated to Close:


 


(a)          Buyer shall have performed
all of its obligations to be performed prior to the Closing.


 


(b)          All
consents, waivers and approvals of other persons and governmental authorities, if any, required for the consummation of the purchase
of the Purchased Shares shall have been obtained.


 


(c)          Except
as set forth in Schedule 7(i), no legal, administrative, arbitration, or other proceedings, claims, suits, actions, or governmental
investigations of any nature involving 2-Track or any of its employees, property, or assets, which could have a material
adverse effect on the financial condition, prospects or business of 2-Track, or which challenges the validity or propriety of the
transactions contemplated by this Agreement, shall be pending or threatened.


 


(d)          2-Track
shall have the option (the “Spin-off Option”) to consummate a transaction whereby 2-Track’s sole
subsidiary, 2-Track USA, Inc., would be spun-off to Jung pursuant to a Spin-off Agreement within ninety (90) days of the Closing
Date. If Jung exercises this option and a spin-off transaction is not completed within 90 days of the Closing Date, Buyer will
pay an additional Five Thousand Dollars ($5,000) (the “Extension Payment”) to Sellers for each additional 30
day period or fraction thereof that the spin-off transaction is not completed after the expiration of the initial 90 day period.
Buyer shall pay the Extension Payment within 48 hours of the commencement of each additional 30 day period. The spin-off transaction
shall include 2-Track USA, Inc. taking all of the current business and assets of 2-Track and all of the 2-Track liabilities existing
prior to the Closing Date being transferred to and assumed by 2-Track USA, Inc. If an Extension Payment is not paid when due or
if a spin-off transaction is not completed within 180 days of the Closing Date, Sellers will have the right to repurchase the Purchased
Shares from Buyer upon the payment of Thirty Five Thousand Dollars ($35,000) to Buyer and reacquire the Octagon Debt upon the payment
of Five Thousand Dollars ($5,000) to Buyer.


 






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(e)          Buyer
agrees to hold all Purchased Shares and the acquired Octagon Debt until the spin-off transaction referred to in Subsection 8(d)
above has been completed or the Purchased Shares and Octagon Debt are reacquired by Sellers if the Spin-off Option is exercised.


 


(f)          Buyer
shall have taken all required action (including approval by the Buyer’s board of directors or other governing body) necessary
to authorize this transaction and the execution and delivery by Buyer of this Agreement and the performance of Buyer’s obligations
hereunder.


 


If any Sellers’
Closing Condition shall not be satisfied in a timely manner or be unachievable without undue effort or expense, Sellers may cancel
this Agreement without any further liability, obligation or expense to Buyer. If this Agreement is terminated due to a failure
to satisfy one or more Sellers’ Closing Conditions, Sellers may unilaterally terminate the Escrow Agreement referred to in
this Agreement in which case the Escrow Agent is authorized to return all remaining funds held in the Escrow Account to the Buyer
and the Purchased Shares to the Sellers and terminate the Escrow Agreement on the terms and conditions set forth in the Escrow
Agreement.


 


9.          Closing
of Transaction. 


 


The Closing shall take
place at the offices of LinnLaw Corp, 1478 Stone Point Drive, Ste. 400, Roseville, CA 95661 on the date that is three Business
Days following satisfaction of all other conditions precedent set forth in this Agreement, or at such other time and date, that
is not later than August 15, 2012, as the Buyer and Sellers may agree (the “Closing”)..


 


9.1          Closing Deliveries by Sellers


 


At the Closing, the Sellers
shall deliver, or cause to be delivered, to Buyer the following duly executed documents:


 


(a)          the
certificates representing the Purchased Shares as set forth in Exhibit A. The Purchased Shares shall
be delivered with executed stock powers that are acceptable to 2-Track’s independent stock transfer agent
and instruction to transfer record and beneficial ownership to the order of the Buyer;


 


(b)          evidence
of the matters referred to in Sections 7(b), (d),(h), and (j);


 


(c)          a
stock certificate representing the 71,429 shares (5,000,000 pre-split shares) registered in the name of Curing Capital. Such stock
certificate shall be delivered with executed stock powers that are acceptable to 2-Track’s
independent stock transfer agent and instruction to transfer record and beneficial ownership to the
order of the Buyer;


 


(d)          an
Assignment of Indebtedness of $100,000 of debt currently owed by 2-Track to Octagon Investment SA in exchange for payment of $10,000,
such $10,000 to be paid out of the Purchase Price;


 


(e)          Jung,
as the sole Director of 2-Track, shall deliver a Unanimous Written Consent, appointing two new Directors, designated by Buyer,
to the 2-Track Board of Directors.


 


(f)          such
other instruments, certificates and documents required by this Agreement or as may be requested by Buyer, acting reasonably, prior
to the Closing to carry out the intent and purposes of this Agreement.


 






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9.2          Closing Deliveries by Buyer


 


At the Closing, Buyer
shall deliver, or cause to be delivered:


 


(a)          The
remaining Purchase Price of One Hundred Twenty Thousand Dollars ($120,000) (taking into account $5,000 previously paid to 2-Track’s
accounting firm and law firm. Such funds will consist of $20,000 delivered from Escrow and a Certified Bank Check in the amount
of $100,000. The $120,000 of funds will be delivered as follows: 


(i)
$10,000 to purchase Octagon debt


(ii) $10,000
to purchase Curing Capital’s stock


(iii) $15,000
to Mike Studer CPA


(iv) $25,000
to LinnLaw Corp


(v) $25,000
to Mike Jung on behalf of Sellers, and


(vi) $35,000
to pay other transaction expenses designated by Buyer;


 


(b)          evidence
of the matters referred to in Sections 8(d) and (e); and


 


(c)          such
other duly executed instruments, certificates and documents required by this Agreement or as may be requested by the Sellers, acting
reasonably, prior to the Closing to carry out the intent and purposes of this Agreement.          


 


10.          Buyer’s
Representations and Warranties. Buyer represents and warrants that it has sufficient knowledge, education and/or experience
to understand and evaluate the transactions described in this Agreement and the investment opportunity being offered. Buyer has
carefully read, reviewed and understands the Risks described in 2-Track’s last Form 10-K for the fiscal year ended December
31, 2009 filed with the SEC pertaining to an investment in 2-Track and has the requisite knowledge to assess the relative merits
and risks of this investment, or has relied upon the advice of Buyer’s professional advisors with regard to an investment
in 2-Track and the acquisition of the Purchased Shares.


 


11.          Sellers’
Representations and Warranties. Each Seller represents and warrants to Buyer as follows:


 


(a)          They
are the record and beneficial owners of the Purchased Shares as set forth in Exhibit A, free and clear of all pledges, liens, claims
and encumbrances, except as may be created by this Agreement. There are no restrictions on its ability to direct the Purchased
Shares to be placed into escrow pursuant to the Escrow Agreement or to enter into this Agreement other than transfer restrictions
under any applicable federal and state securities laws.


 


(b)          The
performance of their obligations under this Agreement and compliance with the provisions hereof will not violate any provision
of any law applicable to it and will not conflict with or result in any material breach of any of the terms, conditions or provisions
of, or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument binding upon it or its
Purchased Shares. No notice to, filing with, or authorization, registration, consent or approval of any governmental authority
or other person is necessary for the execution, delivery or performance of this Agreement by it or the consummation of the transactions
contemplated hereby by it, other than those already obtained.


 


(c)          They are aware, and have agreed, that a substantial
portion of the Purchase Price ($85,000 or more) will be used to pay professional fees (legal, accounting and other transaction
expenses) owed by 2-Track, to purchase shares from Curing Capital and debt from Octagon, and other costs related to this transaction,
with any residual amounts to be paid to Woosun Jung (on behalf of Other Sellers).


 






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(d)          It
(for purposes of this Subsection 11(d) being applicable only to the Other Sellers) has appointed Woosun Jung as its attorney-in-fact
with respect to the matters set forth in this Agreement and it acknowledges and agrees that, upon the execution and delivery of
this Agreement by the Parties hereto, Buyer shall be entitled to rely upon the authority of Woosun Jung as each Other Sellers’
attorney-in-fact and that Buyer shall not be required to further confirm the authority of Woosun Jung to act on each Other Sellers’
behalf in connection with any matters arising under this Agreement.


 


12.          Exclusive
Right to Negotiate. Upon execution of this Agreement, Sellers agree to negotiate exclusively with Buyer regarding the sale
of the Purchased Shares until such time as the Closing occurs or this Agreement is terminated.


 


(a)          Subject
to their respective fiduciary duties as officers and directors of 2-Track, if any, Sellers, their officers, directors, employees,
agents, assigns and other representatives will not, directly or indirectly through any representative or otherwise, solicit or
entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person
relating to the acquisition of the Purchased Shares in whole or in part or any other 2-Track related security or debt, whether
directly or indirectly, through purchase, merger, consolidation or otherwise.


 


(b)          Sellers
will immediately notify Buyer regarding any contact between any Seller or its respective representatives and any other person regarding
any such offer or proposal or any related inquiry.


 


13.          Termination
of Agreement. This Agreement may be terminated:


 


(a)          By mutual consent of Buyer, on the one hand,
and Sellers, on the other hand.


 


(b)          If the Closing has not occurred on or before
August 15, 2012 unless extended by the Parties.


 


(c)          By
Buyer if any Buyer’s Closing Conditions have not been satisfied in accordance with their terms or upon any failure by any
Seller to comply with or perform any material obligation or covenant herein.


 


(d)          By
Sellers if any Sellers’ Closing Conditions have not been satisfied in accordance with their terms or upon any failure by
Buyer to comply with or perform any material obligation or covenant herein.


 


(e)          If
Buyer terminates this Agreement as provided in Subsection 13(c) or for any other reason, Buyer will forfeit the remaining Deposit
which will be distributed pursuant to §1(c) of the Escrow Agreement and the Escrow Agent shall promptly return to the Sellers
the Purchased Shares.


 


(f)          If
any Seller terminates this Agreement as provided in Subsection 13(d) or refuses to proceed with the sale of his/its Purchased Shares
for any other reason, Buyer shall be entitled to return of the remaining Deposit including reimbursement from Sellers, jointly
and severally, for any amounts released from escrow in respect of the audit of 2-Track. The Escrow Agent shall promptly return
to the Sellers the Purchased Shares except that the Escrow Agent is hereby authorized to hold the Shares belonging to Mike Jung
in Escrow, as provided for in the Escrow Agreement, as collateral against payment of any reimbursement amounts.


 






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14.          No
Third-Party Beneficiaries.  This Agreement shall not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.


 


15.          Entire
Agreement.  This Agreement (including the documents referred to herein), the Escrow Agreement and the documents, certificates
and other instruments contemplated hereby and thereby constitutes the entire agreement among the Parties and supersedes and extinguishes
any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in
any way to the subject matter hereof.


 


16.          Succession
and Assignment.  No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations
hereunder without consent of the other party except that Buyer may designate others as transferees of the Purchased Shares.


 


17.          Counterparts.
 This Agreement may be executed in one or more counterparts (including by means of facsimile), each of which shall be deemed
an original but all of which together shall constitute one and the same instrument.


 


18.          Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) 1 business day
after being sent to the recipient by overnight courier service (charges prepaid), (iii) 1 business day after being sent to the
recipient by facsimile transmission or electronic mail, or (iv) 4 business days after being mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth above. Any
Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered
by giving the other Party written notice. All such notices, demands, consents, requests, instructions and other communications
will be sent to the following addresses as applicable:


 


		If to the Sellers:	Seller Name



c/o Woosun (Mike) Jung, Authorized
Agent


25A McCampbell Road


Holmdel, NJ 07733


Tel No.: (646) 225-6650


 


		If to Buyer:	William Barnett, Esq.



23945 Calabasas Road, Suite 115


Calabasas, CA 91302


Tel No.: (818) 436-6410


 


19.          Governing
Law.   This Agreement shall be governed by and construed in accordance with the domestic laws of the State of
California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.


 






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20.          Amendments
and Waivers.  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and
signed by Buyer and Sellers (by their Authorized Agent). No waiver by any Party of: (i) any provision of this Agreement or (ii)
any default, misrepresentation, or breach of warranty or covenant hereunder whether intentional or not, shall be valid unless the
same shall be in writing and signed by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder.


 


21.          Severability.
Any term or provision of this Agreement that is invalid 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.


 


22.          Expenses.
 Buyer and Sellers shall bear his, her, or its own costs and expenses (including legal fees and expenses) incurred in connection
with this Agreement and the transaction contemplated hereby, except that Buyer may designate up to $35,000 of the Purchase Price
to be paid for expenses relating to this transaction.


 


23.          Brokers,
Finders Fees. Buyer represents and warrants to Sellers that it has not engaged the services of a broker, finder, or any other
person that might be entitled to a commission in connection with the transaction contemplated hereby. Sellers represent and warrant
to Buyer that regardless of whether the Sellers have retained a broker, finder, or any other person that might be entitled to a
commission in connection with the transactions contemplated hereunder, Buyer does not have any nor will have any obligation to
pay any broker’s, finder’s, investment banker’s, financial advisor’s or similar fees in connection with
this Agreement or the transactions contemplated hereby by reason of action by or on behalf of Sellers.


 


24.          Construction.
 In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship
of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed
also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The Parties intend that
each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty,
or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached
shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.


 


25.          Specific
Performance.  Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any
provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that a Party shall
be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically this Agreement and the terms
and provisions hereof in addition to any other remedy to which such Party may be entitled, at law or in equity. In particular,
the Parties acknowledge that the Purchased Shares are unique and recognize and affirm that in the event Sellers breach this Agreement,
money damages would be inadequate and Buyer would have no adequate remedy at law, so that Buyer shall have the right, in addition
to any other rights and remedies existing in its favor, to enforce its rights and the other Party’s obligations hereunder
to sell the Purchased Shares not only by action for damages but also by action for specific performance, injunctive, and/or other
equitable relief.


 






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26.          Submission
to Jurisdiction. The Parties submit to the jurisdiction of state court sitting in County of Los Angeles, California in any
action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding
may be heard and determined in any such court. Each Party also agrees not to bring any action or proceeding arising out of or relating
to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action
or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect
thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served
at the address and in the manner provided for the giving of notices in Section 18 above. Nothing in this Section 26, however, shall
affect the right of any Party to serve legal process in any other manner permitted by law or at equity. Each Party agrees that
a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any
other manner provided by law or at equity.


 


27.          Further
Acts. The Parties to this Agreement shall promptly execute and deliver any and all additional documents, spousal consents,
instruments, notices, and other assurances, and shall do any and all other acts and things, reasonably necessary in connection
with the performance of their respective obligations under this Agreement and to carry out their intent.


 


[Remainder of page
intentionally left blank]


 


 






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IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the date first above written.


 


BUYER:


 


World Capital Market


 


	By:	/s/ Ming Xu	 	 	 
	 	Ming (Phil) Xu, CEO	 	 	 
	 	 	 	 	 
	SELLERS:	 	 	 
	 	 	 	 
	WOOSUN JUNG	 	NOLBOO & CO.
	212,898 shares	 	142,652 shares
	 	 	 	 
	By:	/s/ Woosun Jung	 	By:	/s/ Okja Jung
	 	Woosun Jung	 	 	Okja Jung, General Manager
	 	 	 	 	 
	 	 	 	 	 
	GAB SEOK KIM	 	SEYON INVESTMENT
	7,143 shares	 	18,389 shares
	 	 	 
	By:	/s/ Gab Seok Kim	 	By:	/s/ Dongkee Jung
	 	Gab Seok Kim	 	 	Dongkee Jung, President
	 	 	 	 	 
	 	 	 	 	 
	HYUN JU KIM	 	TANTUMASA COMPANY
	4,286 shares	 	5,715 shares
	 	 	 
	By:	/s/ Hyun Ju Kim	 	By:	/s/ Dongkee Jung
	 	Hyun Ju Kim	 	 	Dongkee Jung, President
	 	 	 	 	 
	 	 	 	 	 
	HYUN JOONG PARK	 	JINHEE SEUNG
	2,858 shares	 	21,053 shares
	 	 	 
	By:	/s/ Hyun Joong Park	 	By:	/s/ Jinhee Seung
		Hyun Joong Park	 	 	Jinhee Seung
	 	 	 	 	 
	 	 	 	 	 
	SOON MIE PARK	 	DONGKEE JUNG 
	4,286 shares	 	28,572 shares
	 	 	 
	By:	/s/ Soon Mie Park	 	By:	/s/ Dongkee Jung
	 	Soon Mie Park	 	 	Dongkee Jung
	 	 	 	 	 
	 	 	 	 	 
	CURING CAPITAL INC.	 	 	 
	71,429 shares	 	 	 
	 	 	 	 	 
	By:	/s/ Michael Dion	 	 	 
	 	Michael Dion, President	 	 	 


 






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