EXHIBIT 10.28
SHARE TRANSFER AGREEMENT
This Agreement, dated February 28, 2004, is entered into among the
following parties:
(1) Liquidmetal Korea Co., Ltd., a company having its principal office at
884, Uhyun Hansan Industrial Complex, Uhyun-ri, Chungbook-myun,
Pyungtaek City, Kyunggi Province, (hereinafter, the "Transferor");
(2) ▇▇▇, ▇▇▇ Ho, an individual residing at 404-503 Hyundai 4-cha Apt.,
Hyosung 2-dong, Kyeyang-ku, Incheon City (hereinafter, the
"Transferee"); and
(3) Dongyang Induction Co., Ltd., a company located at ▇▇▇-▇▇▇,
▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ (hereinafter, the "Company").
RECITALS
The Transferor owns 7,800 common shares issued by the Company with a
par value of W5,000 (hereinafter, the "Transfer Shares"), and the Transfer
Shares comprise 51% of the Company's total issued shares.
The Transferee is a shareholder who owns 49% of the Company's total
issued shares and is the incumbent Representative Director of the Company.
The Transferor and the Transferee agree as follows as the Transferor
desires to transfer the Transfer Shares to the Transferee and the Transferee
desires to acquire them.
Article 1 (Share Transfer)
The Transferor shall transfer the Transfer Shares to the Transferee on
the closing date of this Agreement, and the Transferee shall acquire them. The
transfer price shall be W96,000,000. Because the Transferee has been in charge
of the Company management, the Transferor does not make any representation or
warranties whatsoever relating to the status of the Company in connection with
the transfer of the Transfer Shares.
Article 2 (Handling of Company's Claim against Growell Metal Co., Ltd.)
(1) The Company supplied certain products to Growell Metal in
accordance with the Vacuum Melting Furnace and Pump System Supply Agreement and
the 50Kg VIM Simple Type
Vacuum Melting Furnace Supply Agreement entered into with Growell Metal on
October 19, 2002 (collectively, the "Growell Supply Agreements"), and the
Company hereby confirms that the purchase price for the foregoing products in
the amount of W184,950,000 (including VAT) has not been paid by Growell Metal
yet.
(2) The Company hereby confirms that (i) the Transferor currently
is in possession of the above products supplied by the Company to Growell Metal
pursuant to the Growell Supply Agreements and (ii) with respect to the above
product, the Company has an obligation under the Growell Supply Agreements to
repair the defects in the product specified in Attachment 1 entitled V.I.M.
Device Normalization Complement Details.
(3) In lieu of the transfer payment for the Transfer Shares, the
Transferee shall affirmatively relinquish on the closing date W96,000,000 out of
W184,950,000 which is the total claim amount for the product supply price
discussed in Paragraph (1) above which the Company has against Growell Metal.
The Transferor confirms that the claim amount which is to be relinquished as
mentioned in the above will substitute for the payment of the transfer price.
(4) With respect to the product supply price claim of W88,950,000
which remains after the relinquishment specified in Paragraph (3) above, the
Transferor shall pay to the Transferee W30,000,000 on June 30, 2004, W30,000,000
on September 30, 2004 and W17,950,000 on December 31, 2004. The remaining
balance of W11,000,000 thereafter shall be paid by the Transferor to the
Transferee after the completion of the defect repair obligation mentioned in
Paragraph (2) above. The Transferee hereby agrees to relinquish its claim
against Growell Metal in the amount corresponding to the foregoing payments to
be paid [by the Transferor to the Transferee] such that the Transferee's claim
against Growell Metal shall completely be relinquished upon the completion of
the foregoing payments.
Article 3 (Closing Date)
(1) The transfer of the Transfer Shares under this Agreement shall
close on March 9, 2004.
(2) On the closing date, the Transferor shall deliver the share
certificates to the Transferee, and the Transferee shall be deemed to have
relinquished a portion of its claim against Growell Metal as provided for in
Article 2(3).
Article 4 (Indemnification)
The Transferor, the Transferee and the Company hereby (i) confirm that,
upon the closing of this Agreement, there exists no claim or obligation
whatsoever among themselves in connection with the Growell Supply Agreements,
except for the claims and obligations specified in this Agreement and (ii) agree
not to make any claims or exercise any rights upon the closing of this agreement
in connection with the Growell Supply Agreements, except for those specified in
this agreement, regardless of whether they were aware or not aware of them.
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Article 5 (Dispute Resolution)
The Seoul District Court shall be the court of first instance for the
disputes related to this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives.
Liquidmetal Korea Co., Ltd. ▇▇▇, ▇▇▇ Ho,
/s/ Young ▇▇ ▇▇▇ /s/ ▇▇▇ ▇▇ Suh
------------------------------ -----------------------------------
Name: ▇▇▇, ▇▇▇▇▇ Mo (seal) Name: ▇▇▇, ▇▇▇ Ho (seal)
Title: Representative Director
DONGYANG YUDORO CO., LTD.
/s/ ▇▇▇ ▇▇ ▇▇▇
------------------------------
Name: ▇▇▇, ▇▇▇ Ho (seal)
Title: Representative Director
TRANSLATION CERTIFICATE
The undersigned hereby certifies that the above is a true and correct English
translation of the original Share Transfer Agreement, which was in the Korean
language.
By /s/ Young ▇▇ ▇▇▇ :
---------------------------
Young ▇▇ ▇▇▇, Representative Director,
Liquidmetal Korea Co., Ltd.
Dated: March 15, 2004
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ATTACHMENTS
1. V.I.M. Device Normalization Complement Details
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