Exhibit 2.2
AGREEMENT FOR SUBSCRIPTION OF NEW STOCK
This Agreement has been signed on July 22, 2002 between Growell Metal Inc.
(hereafter "the company") having its address in 000-0 Xxxxx-xxxx, Xxxxxxx-xx,
Xxxxx, Xxxxx and Liquid Metal Technologies (hereafter "the subscriber") located
in 000000 Xxxxxxxxxxxx Xx. Xxxxx 000 Xxxx Xxxxxx, XX 00000, XXX.
ARTICLE 1 (OBJECTIVE OF THE AGREEMENT)
Objective of this Agreement is to fix the right and obligation that will occur
between the concerned parties in the participation of the subscriber as
investor to the issuing of new stock to the third party, which will be executed
by the company, and to specify various matters regarding business operation of
the company after capital participation of the subscriber.
ARTICLE 2 (SUBSCRIPTION OF THE STOCK)
1. The company shall issue newly common stock for USD
$2,000,000, which is the investment amount by the subscriber,
according to this Agreement and shall make it available to
subscription of the subscriber, and the subscriber will
subscribe the said stock from the company.
2. Issuing value per share is estimated through arithmetic
averaging of one month average final value, one week average
final value and final value at the latest day for common
stock of the company transacted in the association brokerage
market by making the previous day before resolution date by
the board of directors for this paid-in capital increase, as
the starting point of reckoning. When the estimated value
exceeds the final value at the latest day, the final value at
the latest day shall be the issuing value.
3. Number of stock to be issued: The subscriber will exchange
USD $2,000,000 into Korean Won on or prior to the Closing
Date (as defined below), and number of stock to be issued is
fixed through calculation based on the issuing value
specified in the pervious item. But the amount for stock of
single digit number shall be returned.
4. The payment of the subscription money by the subscriber and
the issuance of the stock by the Company hereunder shall take
place on July 29, 2002 or any other date mutually agreed upon
by the parties
(hereafter called as the "Closing Date"). The company should
notify the subscriber of the detail paid-in account in
writing before three business days from the Closing Date.
5. The subscriber's subscription hereunder shall be subject to
obtaining all necessary or desirable government approvals,
clearances pre-clearances, acceptances and consents. For the
avoidance of doubt, in case any of such government approvals,
clearances pre-clearances, acceptances or consents is not
obtained, the subscriber shall not be obligated to carry out
any of its obligations hereunder.
ARTICLE 3 (STATEMENT AND GUARANTEE OF THE COMPANY)
The company states and guarantees matters in the following respective items as
of the signing date and Closing Date of this Agreement.
1. The company was founded lawfully pursuant to the laws of the
Republic of Korea, which is the company under effectively
continued existence. The company owns lawfully the assets of
the company, and operates the company business in accordance
with the related laws and regulations such as the commercial
law, and normal practice of commerce.
2. The company possesses all legal and actual rights required in
signing of this Agreement and in the performance of the
obligations pursuant to this Agreement.
3. Number of stock to be issued by the company is 16,500,000
shares of common stock, whose par value per share is the
amount of 500 Won, and other issue stock does not exist.
Moreover, the company assures that convertible bonds and
bonds with stock warrants do not exist.
4. Stock to be subscribed by the subscriber according to this
Agreement was issued lawfully and effectively. The said stock
should be delivered to the account to be designated by the
subscriber so that it can be transacted in KOSDAQ market
within 20days after the Closing Date.
5. Signing of this Agreement and issuing of new stock does not
violate laws or regulations, or other related laws and
ordinances, and it complies with the article of association
of the company. It does not bring about breach of contract or
other obligations for which the company is the concerned
party.
6. Except the things that the company provides to the subscriber
in writing
or notify officially through the securities registration
statement, there is no sues, mediation or administrative
procedures, or other conflicts, which influence important
impact to the company business and are currently under way or
expected to occur.
7. All information and documents provided by the company to the
subscriber in connection with the transaction contemplated
hereunder are accurate and complete in all material respects.
ARTICLE 4 (STATEMENT AND GUARANTEE OF THE SUBSCRIBER)
The subscriber states and guarantees matters in the following respective items
as of the signing date and Closing Date of this Agreement.
1. The subscriber possesses all legal rights required in signing
and performance of this Agreement.
2. Obligations of the company by this Agreement are lawful and
effective, and they constitute legal obligations that can be
executed against the company.
3. The subscriber has taken actions required internally for
signing of this Agreement.
4. The subscriber does not violate the related laws and
ordinances in relation with the signing of this Agreement,
and does not conflict with the article of association of the
subscriber, and does not bring about the breach of contract
or default for which the subscriber is the concerned party.
ARTICLE 5 (PROMISSORY MATTERS UNTIL THE CLOSING DATE)
1. The company operates the company business according to the
related laws and ordinances, and normal practice of commerce
until the Closing Date after signing of this Agreement. The
company should not be divided or should not be merged with
other companies, and major assets or business of the company
should not be sold off, and stock of the third party, whole
or important part of its business or asset should not be
bought or subscribed.
2. The company should not issue other new stock besides new
stock to be issued to the subscriber until the Closing Date
after signing of this Agreement.
3. The company shall not make technical manpower of the company
be retired against the will of the concerned employees or
transfer to other companies or institutions.
ARTICLE 6 (TERMINATION)
1. This Agreement is terminated in case of applying to one of
the following respective items.
(1) By either party in case of mutual agreement between
the concerned parties
(2) By either party when the other party materially
breaches its statement, guarantee or engagement
included in this Agreement
(3) By either party when the closing of the transactions
contemplated hereunder is not made until Aug. 12,
2002 due to any cause beyond reasonable control by
the concerned parties
2. When this Agreement is terminated on account of item 1, this
Agreement shall become ineffective immediately after the
effective date of termination. But compensation for damage
and other liabilities or obligations that have occurred prior
to the termination date shall not be exempted.
ARTICLE 7 (GRIEVANCE SETTLEMENT)
For all disputes occurring pursuant to this Agreement, Seoul District Court
shall be a competent court.
ARTICLE 8 (LAWS FOR CONFORMITY)
This Agreement shall be ruled or interpreted according to the laws of the
Republic of Korea.
ARTICLE 9 (MISCELLANEOUS)
1. The subscriber shall have the right to invest an additional
amount of USD $2,000,000 within 6 months after the Closing
Date under the terms and conditions substantially identical
to those contained in this Agreement.
2. This Agreement and its affixed documents shall substitute all
advanced
statements, understandings and agreements conducted in oral
or writing between the concerned parties in connection with
the objective of this Agreement on the signing date of this
Agreement.
3. The concerned parties shall not transfer their rights and
obligations on this Agreement unless advanced written consent
is obtained from the other party.
4. This Agreement can be modified or revised only through the
documents signed in writing and duly by the concerned
parties.
To witness it, the concerned parties have signed this Agreement in the method
of signing and sealing this Agreement by representatives or the duly authorized
persons regarding the signing of agreement.
July 22, 2002
/s/ Jeong Seo Park /s/ Xxxxx Xxxx
--------------------------- ----------------------------------
"The company" "The Subscriber"
Jeong Seo Park Xxxxx Xxxx
Chairman of the board Chairman of the board
Growell Metal Inc. Liquidmetal Technologies
000-0 Xxxxx-xxxx, Xxxxxxx-xx 000000 Xxxxxxxxxxxxxx Xx. Xxxxx
Xxxxx, Xxxxx 100 Xxxx Xxxxxx, Xx 00000
