8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2010

Clavis Technologies International Co., Ltd.

(Exact name of registrant specified in charter)

Nevada	000-54055	27-1505309
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

#1564-1, Seojin Bldg., 3rd Floor, Seocho3-Dong, Seocho-Gu, Seoul, Korea        137-874

(Address of principal executive offices)                         (Zip Code)

(011) 82-2-3471-9340

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2010, the registrant entered into a Preferred Stock Subscription Agreement with Benex Focus Limited Partnership (“Benex”), an investment fund based in Seoul, Korea.  Pursuant to the Preferred Stock Subscription Agreement, Benex has agreed to purchase 1,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred”) from the registrant at a purchase price of $0.50 per share.  The aggregate purchase price to be paid for the Series A Preferred is $500,000.  The sale of the Series A Preferred is scheduled to close on Wednesday, December 23, 2010.

The Series A Preferred is convertible into 1,000,000 shares of the registrant’s common stock at a conversion price of $0.50 per share.  On March 30, 2012, (the 90th day after the first anniversary of the issuance of the Series A Preferred), if the average volume-weighted closing price of the registrant’s common stock during the 90 day period prior to March 30, 2012 (the “average trading price”) is less than $0.50, then the conversion price of the Series A Preferred will be lowered to such average trading price.  In addition, during the ten (10) day period ending April 9, 2012, Benex has a one-time option (exercisable in its discretion) to purchase up to nine million (9,000,000) shares of the registrant’s common stock at a 10% discount to the average trading price.
60; If Benex purchases at least five million (5,000,000) shares of the registrant’s common stock pursuant to such option, then Benex shall have the right to appoint one member to the registrant’s board of directors.

The rights, preferences and privileges of the Series A Preferred are stated within the Certificate of Designation attached as Exhibit 3.1 to this Current Report and incorporated herein by reference.

The Series A Preferred Stock is being issued pursuant to the exemption from registration provided by Regulation S of the Securities Act of 1933, as amended.

The foregoing description is a summary of the material terms of the Preferred Stock Subscription Agreement, and does not purport to be complete, and is qualified in its entirety by reference to the Preferred Stock Subscription Agreement and the Certificate of Designation of the Series A Preferred, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 3.1, respectively.

Section 3 — Securities and Trading Markets

Item 3.02.  Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 above is incorporated herein by reference in this Item 3.02 as if fully set forth herein.

Section 5 — Corporate Governance and Management

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the sale of the Series A Preferred, as described in Item 1.01, on December 17, 2010, the registrant amended its Articles of Incorporation by filing a Certificate of Designation to establish the Series A Convertible Preferred Stock, $0.001 par value, with the rights, preferences and privileges stated within the Certificate of Designation attached as Exhibit 3.1 to this Current Report and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Title of Document
3.1	Certificate of Designation of Series A Convertible Preferred Stock
10.1	Preferred Stock Subscription Agreement, dated as of December 20, 2010, by and between the registrant and Benex Focus Limited Partnership

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 20th day of December 2010.

CLAVIS TECHNOLOGIES INTERNATIONAL CO., LTD.

By:  /s/    Hwan Sup Lee

Name: Hwan Sup Lee

Title:  Chief Executive Officer

EX-3.1

Exhibit 3.1

Certificate of Designation For

Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1. Name of corporation:

Clavis Technologies International Co., Ltd.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.

1. Designation and Amount.  The shares of such series shall be designated as Series A Convertible Preferred Stock, $.001 par value per share ("Series A Preferred Stock"), and the number of shares constituting such series shall be One Million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of any outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation convertible into shares of Series A Preferred Stock.

Continued on attached pages.

3. Effective date of filing: (optional)
	(must not be later than 90 days after the certificate is filed)

4. Signature: (required)

/s/     

Signature of Officer

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected

This form must be accompanied by appropriate fees. Nevada Secretary of State Stock Designation Revised: 3-6-09

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STATE OF NEVADA

ADDENDUM

TO

CERTIFICATE OF DESIGNATION

OF

CLAVIS TECHNOLOGIES INTERNATIONAL CO., LTD.

2.  Dividends and Distributions.  The holders of the Series A Preferred shall not be entitled to receive any dividends whether payable (1) out of funds legally available therefore, (2) in the Corporation's common shares, par value $.001 per share (the “Common Stock”), or any other class or series of capital stock of the Corporation, and/or (3) by the distribution of any assets of the Corporation, except for when any dividend is declared by the Board of Director that is specifically designated for the Common Stock, in which event the holders of the Series A Preferred shall receive a dividend per share of Series A Preferred Stock as would equal the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.

3.  Voting Rights.  The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A)  Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to one (1) vote on all matters submitted to a vote of the stockholders of the Corporation.  Upon the happening of any Common Stock Event (as defined in Section 6.5(A) herein), then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such Common Stock Event and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such event.
 

(B)  Except as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.
 

4.    Reacquired Shares.  Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof.  All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein, in the Corporation’s Articles of Incorporation (the “Articles”)  or in any other Certificate of Designation creating a series of Preferred Stock or as otherwise required by law.

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5.  Liquidation, Dissolution or Winding Up.  In the event of any liquidation, dissolution or winding up of the Corporation (other than in connection with the reincorporation of the Corporation in another jurisdiction), either voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of  $0.50 for each outstanding share of Series A Preferred Stock (as adjusted for stock splits, combinations or similar events, the "Original Series A Issue Price") .  Upon the completion of the distribution required by the preceding sentence and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the holders of the Series A Preferred Stock shall be entitled to share ratably in the remaining assets of the Corporation with the holders of Common Stock (with each share of Series A Preferred Stock being treated, for such purpose, as equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock is convertible on the date of such distribution).  If any non-cash assets are distributed to stockholders in connection with any liquidation, dissolution and winding up of the Corporation, then for purposes of this Section 5 the value of such assets shall be deemed to equal the fair market value of such assets as determined in good faith by the Board of Directors of the Corporation.

6.           Conversion.

6.1.           General.  The holders of the Series A Preferred Stock shall have conversion rights as set forth in this Section 6.

6.2.           Conversion.  Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Series A Preferred Stock into such number of fully-paid and non-assessable shares of Common Stock as is determined by dividing the Original Series A Issue Price by the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The initial “Conversion Price” shall equal to the Original Series A Issue Price. The Conversion Price shall be subject to adjust ment as provided in subsection 6.5.

6.3.           No Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred Stock.  All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series A Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.  If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any fractional shares to which the holder would otherwise be entitled, pay cash equal to su ch fraction multiplied by the then effective Conversion Price.

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6.4.           Mechanics of Conversion.  Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable after such delivery, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable pursuant to Section 6.3 above as the result of a conversion into fractional shares of Common Stock.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

6.5           Adjustment to Conversion Price.

(A)           Adjustment Upon Common Stock Event.  As used in this Section 6 and elsewhere herein, the term “Common Stock Event” means (i) the issue by the Corporation of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, or (iii) a combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock. Upon the happening of a Common Stock Event, the Conversion Price shall, simultaneously with the happening of such Common Stock Event, b e adjusted by multiplying the Conversion Price immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Conversion Price. The Conversion Price shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event.

(B)           Adjustment for Certain Transactions.  Except as provided in the following sentence, in case of any consolidation with or merger of the Corporation with or into another corporation, or in case of any sale, lease or conveyance to another corporation of the assets of the Corporation as an entirety or substantially as an entirety or in the case of a recapitalization of the Common Stock (all the foregoing being referred to collectively as a "Transaction"), each share of Series A Preferred Stock shall after the date of such Transaction be convertible into the number of shares of stock or other securities or property (includin g cash) to which the Common Stock issuable (at the time of such Transaction) upon conversion of such share of Series A Preferred Stock would have been entitled pursuant to such Transaction; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holders of the shares of Series A Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the conversion of the shares of  Series A Preferred Stock.  The provisions of the preceding sentence shall not apply to any Transaction that is a Common Stock Event or (ii) in connection with the reincorporation of the Corporation in another jurisdiction.

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6.6.           Adjustment for Average Trading Price Below Conversion Price.

(A)    General Adjustment Formula.  During the ninety (90) day period commencing on the first anniversary of the date of issuance of the Series A Preferred Stock (the “Adjustment Period”), if the Average Trading Price (as defined below) of the Corporation’s Common Stock is less than the Conversion Price then in effect, then the Conversion Price shall be reduced to equal such Average Trading Price.  For the purpose of the foregoing, the “Average Trading Price” of the Common Stock of the Company shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Capital Market or the Nasdaq Global Select Market (“Trading Market”), the daily volume weighted average closing price of the Common Stock on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time) (“Trading Day”)) during the Adjustment Period; (ii) if traded on the OTC Bulletin Board, the volume weighted average closing price of the Common Stock during the Adjustment Period; and (iii) if the Common Stock is not then quoted for trading on the OTC Bulletin Board or any Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average closing price of the Common Stock during the Adjustment Period.  The Conversion Price shall be so reduced only upon a written notice from any holder of Series A Preferred Stock delivered to the Corporation which notice shall set forth in reasonable detail the calculation of the Average Trading Price (“Adjustment Notice”).  The Adjustment Notice shall be delivered to the Corporation no later than ten (10) business days after the Adjustment Period.  Upon written confirmation to such holder of the calculation of the Conversion Price adjustment in the Adjustment Notice, the Conversion Price for all outstanding shares of Series A Preferred Stock shall immediately be deemed adjusted in accordance with such Adjustment Notice as of the date of such Adjustment Notice.

6.7  Adjustments to Conversion Price for Diluting Issues.

(A)Special Definitions.For purposes of this Section 6.7, the following definitions shall apply:

(i)   “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

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(ii)   “Series A Original Issue Date” shall mean the date on which the first share of Series A Preferred Stock was issued.

(iii)   “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(iv)   “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Subsection 6.7(D) below, deemed to be issued) by the Corporation after the Series A Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

(1)   shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Series A Preferred Stock;

(2)   shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Subsection 6.5;

(3)   shares of Common Stock or Options issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation;

(4)   shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;

(5)   shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Corporation;

(6)   shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Corporation;

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(7)   shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board of Directors of the Corporation;

(8)   shares of Common Stock, Options or Convertible Securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Corporation;

(B)No Adjustment of Conversion Price.  No adjustment in the Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 50% of the then outstanding shares of Series A Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

(C)Deemed Issue of Additional Shares of Common Stock.

(i)   If the Corporation at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be A dditional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(ii)   If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price pursuant to the terms of Subsection 6.7(D), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such incr ease or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security.  Notwithstanding the foregoing, no readjustment pursuant to this clause  (ii) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Securit y) between the original adjustment date and such readjustment date.

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(iii)   If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Subsection 6.7(D) (either because the consideration per share (determined pursuant to Subsection 6.7(E) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Series A Original Issue Date), are revised after the Series A Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Co nvertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 6.7(C)(i)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(iv)   Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price pursuant to the terms of Subsection 6.7(C), the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(v)   If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price provided for in this Subsection 6.7(C) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 6.7(C)).  If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result under the terms of this Subsection 6.7(C) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

(D)Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock.  In the event the Corporation shall at any time after the Series A Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 6.7(C)), without consideration or for a consideration per share less than the Conversion Price in effect immediately prior to such issue, then the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determi ned in accordance with the following formula:

CP2 = CP1*((A + B) ÷ (A + C)).

For purposes of the foregoing formula, the following definitions shall apply:

(i)   “CP2” shall mean the Conversion Price in effect immediately after such issue of Additional Shares of Common Stock

(ii)   “CP1” shall mean the Conversion Price in effect immediately prior to such issue of Additional Shares of Common Stock;

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(iii)   “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities (including the Series A Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

(iv)   “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP1); and

(v)   “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

(E)Determination of Consideration.  For purposes of this Subsection 6.7(E), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(i)   Cash and Property:  Such consideration shall:

(1)   insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

(2)   insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

(3)   in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2)above, as determined in good faith by the Board of Directors of the Corporation.

(ii)   Options and Convertible Securities.  The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Subsection 6.7(D), relating to Options and Convertible Securities, shall be determined by dividing

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(1)   the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(2)   the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

(F)Multiple Closing Dates.  In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price pursuant to the terms of Subsection 6.7, and such issuance dates occur within a period of no more than 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the fir st such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

6.8.  Statement Regarding Adjustments.  Whenever the Conversion Price shall be adjusted as provided in subsection 6.5, 6.6 or 6.7, the Corporation shall forthwith file, at the office of any transfer agent for the Series A Preferred Stock and at the principal office of the Corporation, a statement showing in detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment, and the Corporation shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each holder of shares of Series A Preferred Stock at its address appearing on the Corporation’s records.

7.  Redemption.  The shares of Series A Preferred Stock shall not be redeemable.

8.  Amendment.  The Articles and the Bylaws of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Series A Preferred Stock voting separately as a class.

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9.  Protective Provisions.  Except as set forth below, the Corporation shall not require the prior consent, approval or vote of the holder(s) of the Series A Preferred with respect to any action except as part of any consent, approval or vote of stockholders required under the General Corporation Law of the State of Nevada.

(A)  At any time when at least 500,000 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock) are held of record by the original holder thereof (the “Original Holder”), the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent of the Original Holder (or affirmative vote of the shares of Series A Preferred Stock held of record by t he Original Holder), given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class:

(i)   liquidate, dissolve or wind up the business and affairs of the Corporation, or consent to any of the foregoing;

(ii)   amend, alter, or repeal any provision of the Certificate of Incorporation or Bylaws;

(iii)   create or authorize the creation of any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the Series A Preferred Stock, or increase the authorized number of shares of Series A Preferred Stock or of any additional class or series of capital stock;

(iv)   reclassify, alter or amend any existing security that is junior to or on parity with the Series A Preferred Stock, if such reclassification, alteration or amendment would render such other security senior to or on parity with the Series A Preferred Stock;

(v)   purchase any capital stock of the Corporation, except for open market repurchases by the Corporation made in accordance with SEC Rule 10b-18; or

(vi)   dispose of any subsidiary stock or all or substantially all of any subsidiary assets.

10.  Reservation of Shares. The Corporation shall reserve at all times so long as any shares of Series A Preferred Stock remain outstanding, free from preemptive rights, out of its treasury stock (if applicable) or its authorized but unissued shares of Common Stock, or both, solely for the purpose of effecting the conversion of the shares of Series A Preferred Stock, sufficient shares of Common Stock to provide for the conversion of all outstanding shares of Series A Preferred Stock.

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EX-10.1

Exhibit 10.1

PREFERRED STOCK SUBSCRIPTION AGREEMENT

This Preferred Stock  Subscription Agreement (this "Subscription Agreement") is executed by the parties hereto as ofthis 20th day of December, 2010.

To the extent that the securities laws of the United States are applicable, the shares of Series A Convertible Preferred Stock, par value $0,001 (the "Series A Preferred Stock") of Clavis Technologies International Co., Ltd., a Nevada corporation (the "Company"), subscribed to hereby have not been registered under the Securities Act of 1933, as amended ("1933 Act") and may not be offered or sold in the United States or to U.S. persons (as hereinafter defined) unless the Series A Preferred Stock is/are registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act is available. Hedging transactions in the Series A Pre ferred Stock may not be conducted except in compliance with the 1933 Act. The shares of Common Stock, par value $0,001, of the Company (the "Common Stock") issuable upon the conversion of the Series A Preferred Stock have not been registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (as hereinafter defined) unless such shares of Common Stock are registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act is available.

This Subscription Agreement has been executed by the Company, the undersigned subscriber (the "Subscriber"), a non-U.S. person (as hereinafter defined), and Mr. Hwan Sup Lee (the "Shareholder"), a shareholder of the Company, in connection with the purchase of one million (1,000,000) shares of Series A Preferred Stock of the Company (the "Preferred Shares"). The Preferred Shares are being offered by the Company under this Subscription Agreement solely to a non-U.S. Person in accordance with the transaction exemption afforded by Regulation S ("Regula tion S") promulgated by the United States Securities and Exchange Commission ("SEC") under the 1933 Act (the "Offering").

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements contained herein, the parties hereby agree as follows:

1.        Agreement to Subscribe: Purchase Price; Closing; Delivery at Closing.

A.           Subscription. Subject to the terms and conditions of this Subscription Agreement, the undersigned Subscriber hereby is agreeing to purchase the Preferred Shares.

B.           Form of Payment. The Subscriber is tendering herewith the sum of US$500,000.00 for the Preferred Shares subscribed for (the "Purchase Price"), in full payment of the Purchase Price for the Preferred Shares.

C.           Closing. The Company shall adopt and file with the Secretary of State of the State of Nevada on or before the Closing (as defined below) the Certificate of Designation (the "Certificate of Designation") in the form annexed to this Agreement as Exhibit A. At or prior to the Closing, the Company shall provide a copy of th e Certificate of Designation certified as filed by the Secretary of State of Nevada. The purchase and sale of the Preferred Shares shall take place remotely via the exchange of documents and signatures, at 10 a.m. (Seoul, Korea time), on December 23, 2010 (which date shall be within ten calendar days from the date of this Subscription Agreement), or at such other time and place as the Company and the Subscriber mutually agree upon, in writing (which time and place are designated as the "Closing").  The date on which the Closing tak es place is designated as the "Closing Date".

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D. Deliveries at Closing. At the Closing, subject to the conditions set forth in Sections 4 and 5 hereof, the Company shall deliver to the Subscriber a certificate representing the Preferred Shares being purchased by the Subscriber at the Closing and the Subscriber shall deliver payment of the Purchase Price therefor by wire transfer to a bank account designated by the Company. The Secretary of the Company shall have delivered to the Subscriber at the Closing a certificate certifying resolutions of the Board of Directors of the Company approving this Subscription Agreement and the transactions contemplated hereunder.

2.           Subscriber Representations; Access to Information; Independent Investigation.

A.       Offshore Transaction.    The Subscriber represents and warrants to the Company as follows:

(i) The Subscriber is not a U.S. person (whenever such term is used herein, it shall have the meaning given in Rule 902(k) of Regulation S).

(ii) At the time the Subscriber executed and delivered this Subscription Agreement, the Subscriber was outside the United States at the address set forth immediately below. Subscriber is a limited partnership (chang-up-too-ja-jo-hap) organized under the laws of the Republic of Korea and has its principal place of business at 18th Fl., 63 Bldg. 60 Yoido-dong, Youngdeungpo-gu, Seoul, South Korea.

(iii) The Subscriber is acquiring the Preferred Shares for its own account and not on behalf of any U.S. person, and the sale and purchase of the Preferred Shares and/or the Common Stock issuable upon the conversion of the Preferred Shares have not been pre-arranged with a purchaser in the United States.

(iv) The Subscriber acknowledges that the purchase of the Preferred Shares involves a high degree of risk and affirms that it can bear the economic risk of acquiring the Preferred Shares, including the total loss of its investment.

(v) The Subscriber understands that the Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and undertakings of Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Preferred Shares.

(vi) The Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments and to make an informed decision relating thereto.

(vii) In evaluating its investment, the Subscriber has consulted its own investment and/or legal and/or tax advisors and has not relied on the Company or its agents or representatives.

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(viii) The Subscriber is acquiring the Preferred Shares for investment purposes and has no present intention to sell the Preferred Shares or the Common Stock issuable upon the conversion of the Preferred Shares in the United States or to a U.S. person or for the account or benefit of a U.S. person.

(ix) The Subscriber is not an underwriter of, or dealer in, the Preferred Shares or the Common Stock issuable upon the conversion of the Preferred Shares; and Subscriber is not participating, pursuant to a contractual agreement, in the distribution of the Preferred Shares or the Common Stock issuable upon the conversion of the Preferred Shares.

(x) The Subscriber acknowledges that the Preferred Shares are being purchased directly from the Company. The Subscriber will not engage in any hedging transactions that are prohibited under Regulation S under the 1933 Act.

(xi) The Subscriber acknowledges that the Preferred Shares cannot be converted into shares of Common Stock during the six month period after the Closing.

(xii) The Subscriber understands and agrees that the Company shall insert the following or similar legend on the Preferred Shares and on the face of the certificates evidencing the shares of Common Stock issuable upon the conversion of the Preferred Shares in compliance with the 1933 Act or applicable United States state securities laws:

"[THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK] [THE SHARES OF COMMON STOCK] REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE."[THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK] [THE SHARES OF COMMON STOCK] ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). "[THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK] [THE SHARES OF COMMON STOCK] ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE 1933 ACT) UNLESS "[THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK] [THE SHARES OF COMMON STO CK] ARE REGISTERED UNDER THE 1933 ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE SELLER WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE COMMON SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE 1933 ACT."

(xiii) The foregoing representations and warranties set forth in subsections (i) through (xii) of this Section 2. A, inclusive, are true and accurate as of the date hereof, shall be true and accurate as of the Closing Date and shall survive thereafter without being merged with or into the closing under this Subscription Agreement. If the Subscriber has knowledge, prior to the acceptance of this Subscription Agreement that any such representations, warranties and covenants shall not be true and accurate in any respect, the Subscriber, prior to such acceptance, will give written notice of such fact specifying which representations, warranties or warranties are not true and accurate and the reasons therefor.

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B.           Independent Investigation; Access. The Subscriber acknowledges that Subscriber, in making the decision to purchase the Preferred Shares subscribed for, has relied upon independent investigations made by it and Subscriber's representatives, if any, of the Company, and Subscriber and such representatives, if any, have been given access and the opportunity, p rior to any sale to it, to examine all material books and records of the Company, all material contracts and documents relating to this Offering and an opportunity to ask questions of, and to receive answers from the Company or any person acting on its behalf concerning the terms and conditions of this Offering. Subscriber and its advisors, if any, have been furnished with access to all publicly available materials relating to the business, finances and operations of the Company and materials relating to the Offer and sale of the Preferred Shares which have been requested. Subscriber and its advisors, if any, have received complete and satisfactory answers to any such inquiries.

C.           No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has made or will make any finding or determination relating to the fairness for public investment in the Company, or has passed or made, or will pass on or make, any recommendation or endorsement of the Preferred Shares.

D.           Entity Purchases. The Subscriber is a limited partnership {chang-up-too-ja-jo-hap) organized under the laws of the Republic of Korea and the person executing this Subscription Agreement on its behalf represents and warrants that:

(i) He, she or it has made due inquiry to determine the truthfulness of the representations and warranties made pursuant to this Subscription Agreement; and

(ii) He, she or it is duly authorized by corporate resolution to make this investment and to enter into and execute this Subscription Agreement on behalf of the Subscriber.

3.           Company Representations.The Company hereby represents and warrants to the Subscriber that the following representations are true and complete as of the date of the Closing and these representations and warranties shall survive thereafter without being merged with or into the closing under this Subscription Agreement.

A.           The Company and each of its subsidiaries are a corporation duly organized, validly existing and in good standing under their jurisdiction of organization and have all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company and each of its subsidiaries are duly qualified to transact business and are in good standing in each jurisdiction where it conducts its business.

B.           The authorized capital of the Company consists, immediately prior to the Closing, of:

(i)   100,000,000 shares of Common Stock, 62,375,200 shares of which are issued and outstanding immediately prior to the Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company holds no treasury stock and no shares of Series A Preferred Stock in its treasury; and

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(ii) 10,000,000 shares of Preferred Stock, of which 1,000,000 shares have been designated Series A Preferred Stock, none of which are issued and outstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Certificate of Designation and as provided by the general corporation law of the jurisdiction of the Company's incorporation.

(iii) The Company has no outstanding warrants, options, securities convertible into any capital stock of the Company or equity compensation plans.

(iv) The Company owns all outstanding capital stock of all of its subsidiaries.

C.           All corporate action required to be taken by the Company's Board of Directors and stockholders in order to authorize the Company to enter into this Subscription Agreement, and to issue the Preferred Shares at the Closing and the Common Stock issuable upon conversion of the Preferred Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execu tion and delivery of this Subscription Agreement, the performance of all obligations of the Company under this Subscription Agreement to be performed as of the Closing, and the issuance and delivery of the Preferred Shares has been taken or will be taken prior to the Closing. This Subscription Agreement, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms.

D.           The Preferred Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Subscription Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Subscription Agreement. The Preferred Shares will be issued in compliance with all applicable federal and state securities laws. The Co mmon Stock issuable upon conversion of the Preferred Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Subscription Agreement. The Common Stock issuable upon conversion of the Preferred Shares will be issued in compliance with all applicable federal and state securities laws.

E.           No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Subscription Agreement, except for the filing of the Certificate of Designation, which will have been filed as of the Closing.< br>

F.           There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or currently threatened (i) against the Company or its subsidiaries or any officer or director of the Company or its subsidiaries or (ii) that questions the validity of this Subscription Agreement or the right of the Company to enter into this Subscription Agreement, or to consummate the transactions contemplated by this Subscription Agreement.

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G. No product or service marketed or sold (or proposed to be marketed or sold) by the Company or its subsidiaries violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. The Company and each of its subsidiaries own or possess sufficient legal rights to all of it intellectual property without any known conflict with, or infringement of, the rights of others.

H. The Company and each of its subsidiaries are not in violation or default (i) of any provisions of their respective Certificates of Incorporation or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which they are bound, of any provision of federal or state statute, rule or regulation applicable to them. The execution, delivery and performance of this Subscription Agreement and the consummation of the transactions contemplated by this Subscription Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, w rit, decree, contract or agreement or (ii) an event which results in the acceleration of any liabilities of the Company or each of its subsidiaries or the creation of any lien, charge or encumbrance upon any assets of the Company or each of its subsidiaries or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company or each of its subsidiaries.

I.    The Company has filed its periodic financial statements with the U.S. Securities and Exchange Commission (the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than liabilities incurred in the ordina ry course of business. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

J.   The Company has made available to the Subscriber all the information available to the Company that the Subscriber has requested for deciding whether to acquire the Preferred Shares. No representation or warranty of the Company contained in this Subscription Agreement and no certificate furnished or to be furnished to the Subscriber at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

4.           Conditions to the Subscriber's Obligations at Closing. The obligations of the Subscriber to purchase Preferred Shares at Initial Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived.

A.   The representations and warranties of the Company contained in this Subscription Agreement shall be true and correct as of the Closing.

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B.   The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Subscription Agreement that are required to be performed or complied with by the Company on or before such Closing.

C.  The Company shall have filed the Certificate of Designation with the Secretary of State of Nevada on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

5.Exemption; Reliance on Representations. Subscriber understands that the issuance of the Preferred Shares is not being registered under the 1933 Act, and that the Company is relying on the rules governing offers and sales made outside the United States pursuant to Regulation S. Rules 901 through 903 of Regulation S govern this transaction, and a copy of these Rules is attached to this Subscription Agreement.

6.Stock Delivery Instructions. The Preferred Shares shall be delivered to the Subscriber at the Closing promptly following receipt of the Purchase Price by the Company, divided into such certificates registered in such names as the Subscriber shall direct.

7.Conditions to the Company's Obligation to Sell. Subscriber understands that the Company's obligation to deliver the Preferred Shares is conditioned upon (i) the Subscriber's representations and warranties set forth in Section 2 ofthis Subscription Agreement are true and correct on the Closing Date and (ii) the receipt of the Purchase Price by the Company.

8.Adjustment of Conversion Price of the Series A Preferred Stock.

A. Adjustments to Conversion Price. During the ninety (90) day period commencing on the first anniversary of the Closing Date (the "Adjustment Period"), if the Average Trading Price (as defined below) of the Company's Common Stock is less than the conversion price of the Series A Preferred Stock then in effect (which conversion price shall initially be $0.50) (the "Conversion Price"), then the Conversion Price shall be reduced to equal the Average Trading Price. The Conversion Price shall be so reduced only upon a written notice from the Subscriber delivered to the Company which notice shall set forth in reasonable detail the calculation of t he Average Trading Price ("Adjustment Notice"). The Adjustment Notice shall be delivered to the Company no later than ten (10) business days after the Adjustment Period. Upon written confirmation to the Subscriber of the calculation of the Conversion Price adjustment in the Adjustment Notice, the Conversion Price shall immediately be deemed adjusted in accordance with such Adjustment Notice as of the date of such Adjustment Notice. The Company represents and warrants that during the Adjustment Period it shall not take any action that would be deemed to be "market manipulation" prohibited under Section 9(a)(2) of the Securities Exchange Act of 1934 and which had the effect of, or was done for the purpose of, artificially increasing the Average Trading Price. The foregoing shall not prohibit or prevent the Company from conducting or announcing a stock buy back plan in accordance with SEC Rule 10b-18. The Subscriber represents and warrants that during the Adjustment Period it shall not take any action that would be deemed to be "market manipulation" prohibited under Section 9(a)(2) of the Securities Exchange Act of 1934 and which had the effect of, or was done for the purpose of, artificially decreasing the Average Trading Price. Additionally, the Subscriber shall not engage in any short sales of the Company's common stock from the date hereof until the expiration of the Adjustment Period.

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B. Average Trading Price. For purposes ofthis Subscription Agreement, the "Average Trading Price" of the Common Stock of the Company as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Capital Market or the Nasdaq Global Select Market ("Trading Market"), the daily volume weighted average closing price of the Common Stock on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time) ("Tr ading Day")) during the Adjustment Period; (ii) if traded on the OTC Bulletin Board, the volume weighted average closing price of the Common Stock during the Adjustment Period; and (iii) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the "Pink Sheets" published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average closing price of the Common Stock during the Adjustment Period.

9.           Option to Purchase Shares of Common Stock. Within [ten] days after the expiration of the Adjustment Period (as defined in Section 6 above), the Subscriber (or any designee of the Subscriber) shall have a one-time option, exercisable in its sole discretion, to purchase up to nine million (9,000,000) shares of t he Company's Common Stock at the Discounted Purchase Price (as defined below) (the "Purchase Option"). The Subscriber or its designee may exercise the Purchase Option by delivering a notice of such exercise to the Company within [ten] days after the expiration of the Adjustment Period (the "Exercise Notice"). The Exercise Notice shall set forth (i) the number of shares of Common Stock being purchased by the Subscriber, (ii) the calculation, in reasonable detail, of the Discounted Purcha se Price and (iii) the purchase price to be paid. Upon the Company's receipt of the Exercise Notice, there shall be a closing for the sale of such shares of Common Stock as provided in Section 10.B. The Purchase Option shall expire immediately after [ten] days after the expiration of the Adjustment Period. If the Subscriber or its designee exercises the Purchase Option to purchase at least five million (5,000,000) shares of Common Stock, then the Subscriber or its designee shall be entitled to appoint one (1) memb er to the Company's Board of Directors.

A.           Discounted Purchase Price. The "Discounted Purchase Price" shall equal the product of (i) the Average Trading Price multiplied by (ii) 0.90.

B.           Closing for Purchase Option. The closing for the purchase of shares of Common Stock pursuant to the exercise of the Purchase Option shall take place remotely via the exchange of documents and signatures at a time and date that the Company and the Subscriber or its designee mutually agree upon, in writing. At such closing, the Company shall deliver to the S ubscriber or its designee a certificate representing the number of shares of Common Stock set forth in the Exercise Notice and the Subscriber shall deliver payment of the purchase price set forth in the Exercise Notice by wire transfer to a bank account designated by the Company.

C.           Shares of Common Stock are Restricted Securities. Subscriber acknowledges and understands that the shares of Common Stock issued upon the exercise of the Purchase Option will be restricted securities under the 1933 Act, and the certificate(s) representing such Common Stock shall bear the legend set forth in Section 2.A(xii) hereof.

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10.           Entire Agreement. This Subscription Agreement constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. This Subscription Agreement may be amended only by a writing executed

by all parties hereto.

11.Certification. The undersigned certifies that he has read this entire Subscription Agreement and that every statement on his part made and set forth herein is true and complete.

12.Dispute Resolution; governing law. The courts of the Republic of Korea shall have the exclusive jurisdiction over any dispute arising out of or in connection with this Subscription Agreement, and the Seoul Central District Court shall be the court of the first instance to which such dispute shall be submitted. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

13.Joint and Several Liability of the Shareholder and the Company.    The Shareholder shall cause the Company to comply with all of the Company's obligations hereunder and make sure that all of the Company's representations and warranties set forth herein are true and correct. The Shareholder and the Company shall be jointly and severally be liable for all of the Company's obligations, representations and warranties set forth in this Agreement.

[Signatures appear on the next page]

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IN WITNESS WHEREOF, the parties have executed this Subscription as of the date first written above.

CLAVIS TECHNOLOGIES INTERNATIONAL CO., LTD.

By:   

Name: Hwan Sup Lee

Title: Chief Executive Officer

Address: #1564-1, Seojin Bldg., 3rd Floor, Seocho3-Dong, Seocho-Gu, Seoul, Korea 137-874

Shareholder

By:  

Name: Hwan Sup Lee

Address:  110-1105 Sangnokmaeul Life

1-danji Apt.

Jeongja-dong, Bundang-gu

Seongnam-si, Gyeonggi-do

Korea 463-7856

Benex Focus Limited Partnership

         

(seal)

By: General Partner of Benex Focus Limited Partnership

Benex Investment Inc.

Name: Mr. Bob Suh

Title: CEO & President

Address: 18™ FL, 63 Bldg.

60 Yoido-dong

Youngdeungpo-gu Seoul,

Korea 150-763

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Exhibit A

Certificate of Designation

Attached hereto.

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