Exhibit 10.22
FOREIGN CORPORATION LEASE ZONE OCCUPANCY (LEASE) AGREEMENT
REAL ESTATE TO BE LEASED
. Location : Xxxx-Xxxxxx Industrial Park (2nd Block), Chungbuk-myon,
Pyongtaek-city, Kyonggi Province
. Land area : 13,374 m(2) ( 4,045 pyongs)
. Use : Industrial facilities
This occupancy (lease) agreement is entered into by and between President,
Kyonggi Local Corporation (hereinafter referred to as Party A) to which the
Kyonggi Province Governor has entrusted management of the above-said real estate
and the following enterprise desiring to lease and move into the above-said real
estate (hereinafter referred to as Party B) under the following terms and
conditions.
Company name Liquidmetal Representative Xxxxx Xxxx
(Corporation) Korea
Address 884 Eyon-ri Chungbuk-myon, Pyongtaek-city, Kyonggi-Do, Korea
(location in
case of
corporations)
Type of business Metallic Classification 26129 Products Electronics
glass No. casing,
research etc.
and
development
Building floor Manufacturing facilities: 6,500 Section(2), Auxiliary
area facilities : 1,500 m(2)
Total: 8,000 m(2)
Estimated date 2002.March Estimated date 2002
of construction of completion
start
ARTICLE 1 (TERM OF LEASE ) The term of lease shall be from 5th March, 2002 to
4th of March, 2022 (20 year).
ARTICLE 2 (AREA OF LEASED LAND) (1) The leased land area shall be 13,374 m(2)
(2) If the results of cadastral survey disclose increase or decrease in the
leased land area, Party B shall regard such area as the final leased area
notwithstanding the provisions of paragraph 1. In such case, rents and
lease deposits shall be decided pursuant to the provisions of Article 5 for
the increased/reduced land area.
ARTICLE 3 (RENTS) (1) Annual rents shall be 1% of the declared land price.
(2) If case no land price has been announced until this agreement is
signed, the annual rents shall be 1% of the construction cost of the land
concerned, notwithstanding the provisions of paragraph 1.
(3) In case rents are calculated on a monthly basis, the number of days
less than 1 month shall be calculated on a per diem basis.
(4) In case Party B is eligible for rents reduction/exemption pursuant to
the provisions of Foreign Investment Promotion Act and Kyonggi Do Public
Property Management Ordinances, Party A may allow rents
reduction/exemptions if requested by Party B, notwithstanding the
provisions of paragraph 1 and paragraph 2.
(5) In case Party B forfeits the reduction/exemption qualifications or
fails to comply with the reduction/exemption conditions after decision has
been made for the reduction/exemption of rents pursuant to the provisions
of paragraph 4, Party A may suspend the rent reduction/exemption, or may
additionally collect the reduced/exempted rents.
ARTICLE 4 (PAYMENT OF LEASE DEPOSIT ) (1) Upon signing this agreement, Party
B shall pay Party A lease deposits in an amount equal to 12 months' rents.
Rents shall be paid until the end of the year to which the date of this
agreement belong pursuant to the provisions of paragraph 1 and paragraph
3, Article 3.
(2)In case rents are reduced or exempted pursuant to the provisions of
paragraph 4, Article 3, Party B shall pay lease deposits in an amount
calculated based on the rents which have not been reduced or exempted.
(3) Party B shall pay the rents covering the year following the signing of
this agreement to the financial institution designated by Party A between
Nov 1 and Dec 1 of the year preceding the year during which the concerned
rents were calculated.
(4) If Party B fails to pay lease deposits and rents within the prescribed
period, Party B shall pay default charges at an annual interest rate of 15%
for the defaulted amount.
ARTICLE 5 (SETTLEMENT OF RENTS ) (1) Rents and lease deposits shall be
settled based on the leased land area and the price decided at the time of
signing this agreement pursuant to the provisions of Article 2.
(2) In case this agreement is signed prior to the approval of the leased
land construction project, rents and lease deposits shall be settled in
accordance with the provisions of paragraph 8, Article 40, Enforcement
Ordinance, Law on Industrial Location and Development, based on the total
project cost calculated after the project has been approved.
(3) In case rents are changed pursuant to the provisions of paragraph 2 and
due to the change in the land price announced pursuant to the provisions of
Article 4, Laws on Land Price Announcement and Land, the difference between
the paid lease deposits and the lease deposits calculated based on the
changed rents shall be settled during the first rents due date.
(4) In the case of paragraph 1 through 3, no interest shall be imposed
between Party A and Party B. However, the provisions of paragraph 4,
Article 4 shall apply in case the settlement period has passed.
ARTICLE 6 (OBLIGATIONS OF LESSEE, AND RESTRICTIONS ON CLAIMS) (1) Party B
shall pay due care of a good manager, and shall pay all expenses related to
the preservation and use of the leased land or to gain benefits therefrom.
Party B cannot demand Party A to pay any and all expenses, including the
demand for the return of expenses pursuant to the provisions of Article 203
and Article 626, Civil Code.
(2) Party B cannot claim any preemptive rights during the period of lease
other than the rights to use the leased land.
ARTICLE 7 (PROHIBITED ACTS REGARDING LEASED LAND) (1) Party B shall not
engage in any of the following acts unless prior approval has been obtained
from Party A.
1. Changing purpose of use or purpose of benefit
2. Subleasing of the leased land, or disposing of rights
3. Changing the original shape of the leased land
4. Transferring of Party B's facilities installed inside the leased
land
(2) Notwithstanding the provisions of paragraph 1, in case approval is
obtained from Party A, Party B may change the original shape of the leased
land within the range of approval.
ARTICLE 8 (CANCELLATION OF AGREEMENT) (1) In case Party B falls under any of
the following, Party A may cancel this agreement.
1. Party B is involved in acts specified in paragraph 1, Article 7.
2. Reasons for cancelling the occupancy agreement have occurred
pursuant to the provisions of Article 42, Laws on Industrial
Layout and Plant Establishment.
3. Party B has defaulted payment of rents for a period longer than 3
months.
4. Party B cannot be registered as a foreign invested corporation
pursuant to the provisions of Article 21, Foreign Investment
Promotion Act.
5. the equity of the foreign investor has changed to below the level
specified in the Foreign Investment Promotion Act after signing
the occupancy agreement.
6. Party B has failed to fulfil or .has violated the occupant
selection conditions and the terms of occupancy agreement.
7. Party B has succeeded in leasing the real estate through unfair
practice, such as submission of false documents.
8. Party B requests for the cancellation of agreement.
9. Party B has lost ownership of ground properties due to the
collection of delinquent tax, compulsory execution or auction.
10. Party B has purchased the subject land after signing this
agreement, and title has been transferred.
11. In case Party A considers it necessary to use the land for
government and public use, or for public benefits.
(2) In case this agreement is cancelled by Party A due to reasons specified
above except item 10 and 11, paragraph 1 above, Party B shall not file
claims against Party A even if loss has incurred on the part of Party B due
to such cancellation.
(3) The amount of compensation to be paid pursuant to the provisions of
paragraph 2 shall be calculated by Party A based on the amount assessed by
one (1) appraisal corporation. In case Party B considers the amount of
compensation so decided unfair,
Party B may file an objection within 60 days from the date the notice of
compensation is received.
(4) In case this agreement is cancelled in accordance with the provisions
of paragraph 1, Party A shall return the lease deposits and rents paid by
Party B after deducting therefrom expenses related to the restoration of
the leased property, and default charges. In case the lease deposits and
rents paid by Party B are not enough to cover such expenses and/or default
charges, Party A may take necessary action to levy an attachment on Party
B's property.
ARTICLE 9 (REQUEST FOR AGREEMENT CANCELLATION) If, due to unavoidable reasons,
Party B desires to cancel this agreement, Party B shall submit a request for
cancellation to Party A in which case Party A must cancel the occupancy
(lease) agreement within 1 month thereafter.
ARTICLE 10 (CONSTRUCTION OF PLANT) (1) If Party B desires to construct plants
and annex buildings required for production work, Party B shall satisfy the
plant location standards prescribed by the provisions of Article 8, Laws on
Plant Layout and Plant Establishment,
and the range of buildings used for the purposes as prescribed by the
provisions of Article 33 of the same laws.
(2) In case Party B desires to construct plants in accordance with the
provisions of paragraph 1, Party B shall request Party A for approval on
the use of the land, in which case Party A shall issue an approval on the
use of the land after taking necessary procedures required for the
restoration of the land.
ARTICLE 11 (RECOVERY OF LEASED LAND) (1) If Party B desires to dispose of the
leased land prior to the completion of the plant construction, Party A shall
cancel this agreement and recover the leased land.
(2) In case the agreement is cancelled due to reasons specified in
paragraph 1, Article 7, Party A shall recover the leased land immediately
after the occurrence of such reasons.
ARTICLE 12 (COLLECTION OF PENALTIES) (1) In case Party A cancels agreement
due to reasons specified in item 1 through 8, paragraph 1, Article 8, or
recovers the leased land pursuant to the provisions of paragraph 1, Article
11, Party B shall pay penalties in an
amount equal to 10% of the lease deposits paid by Party B. In such case,
penalties shall be paid according to the method specified in paragraph 4,
Article 8.
ARTICLE 13 (RESTORATION OF LAND) (2)c Upon termination of the lease period, or
if this agreement is terminated or cancelled, Party B shall, at its own
expenses, restore the leased property to its original condition within the
period designated by Party A, and shall return it in the presence of Party
A.
(2) Notwithstanding the provisions of paragraph 1, the following
properties may be returned without going through restoration process.
1. In case the facilities installed on the leased land are
transferred to new occupants after obtaining approval from Party
A.
2. In case the agreement is cancelled due to reasons specified in
item 1 through 9, and item 11, Article 8.
3. If Party A considers restoration to the original state is not
required.
ARTICLE 14 (EXTENSION OF LEASE PERIOD) (1) In case Party B desires to extend
the period of lease upon termination of the lease period, Party B shall
submit an application for
continued lease to Party A 3 months prior to the termination of the period,
and shall renew this agreement.
(2) In case Party B continues to use the leased land without signing
(renewing) lease agreement after termination of the lease period, Party B
shall pay compensations pursuant to the provisions of Article 105,
Enforcement Ordinance, Local Finance Law.
ARTICLE 15 (RESPONSIBILITY TO COMPENSATE) (1) In case Party B fails to
fulfill the terms and conditions of this agreement, or if Party B violates
this agreement causing damage to Party A, Party B shall be held liable to
pay compensation.
ARTICLE 16 (AMENDMENT TO OCCUPANCY AGREEMENT) (1) In case Party B desires to
amend the contents of the occupancy agreement, Party B shall enclose
documents proving changes, and business plan relating to the changed items,
to the application for amendment to the occupancy agreement, and submit
them to Party A in accordance with the provisions of Article 35,
Enforcement Regulations, Laws on Plant Layout and Plant Establishment, and
sign amended occupancy agreement with Party A.
(2) If any disadvantages occur on the part of Party B due to its failure to
fulfill the above-said obligations, Party B shall take full responsibility
for such disadvantages.
ARTICLE 17 (RENTS FOR COMMON FACILITIES) (1) In case Party B uses common
facilities installed by Party A, Party B shall pay the rents and
maintenance charges separately prescribed by Party A.
(2) In case Party B fails to pay the rents or other charges specified in
paragraph 1 within the period designated by Party A, Party B shall
additionally pay penalties applying the default interest rates for general
loans provided by the financial institution (or mutual savings and finance
company) designated by Party A.
ARTICLE 18 (RESTRICTION ON USE OF COMMON FACILITIES) (1) In case Party B
fails to pay the rents or charges specified in Article 17 for a period
exceeding 3 months, Party A may prohibit Party B's use or utilization of
such common facilities; and to protect Party A's claims, Party A may take
other necessary actions, such as levying an attachment on Party B's
property.
(2)e Party B shall not file a protest against the action taken by Party A
in accordance with the provisions of paragraph 1.
ARTICLE 19 (ENVIRONMENTAL PROTECTION AND SAFETY MANAGEMENT) (1) In case Party
B desires to install discharge facilities pursuant to the provisions of
laws related to environmental protection, Party B shall install such
facilities after obtaining approval for the installation of discharge
facilities, and shall submit copies of such approval to Party A. Same
procedure applies when changing the approved items.
(2) Party B shall, pursuant to the provisions of related laws, commission
appropriate waste material disposal companies to dispose of the waste
materials generated during the process of construction plants or plant
operation
(3) To protect environment within the industrial complex, Party B shall
provide full cooperation to Party A for the common anti-pollution projects
being implemented by Party A.
(4) To ensure safety within the industrial complex, Party B shall comply
with the instructions given by Party A in relation to related laws, such as
the local reserve force installation act, basic civil defense act, and
guidelines on protection of major national facilities.
ARTICLE 20 (TAX AND PUBLIC IMPOSTS) (1) Upon signing occupancy agreement,
Party B shall pay all taxes and public imposts levied on the leased land
even if such taxes or public imposts are levied in the name of persons
other than Party B.
ARTICLE 21 (RELATION WITH OTHER LAWS) Matters not stipulated in this agreement
shall be governed by the provisions of Laws on Industrial Layout and Plant
Establishment., guidelines on industrial complex management, basic
industrial complex management plan, and the occupancy agreement designated
by P. Any disputes shall be settled through negotiations between Party A
and Party B.
ARTICLE 22 (REPORTS) Party B shall submit to Party A the following documents
designated by Party A.
1. Matters pertaining to the registration (changes) of Foreign
Invested Corporation pursuant to the provisions of Foreign
Investment Promotion Act.
2. Matters pertaining to the construction, extension work, and
completion of plants and starting of operation
3. Matters pertaining to the plant operation - production, export
and employment
4. Matters pertaining to suspension or closure of business
5. Other matters considered required by Party A.
ARTICLE 23 (OTHER MATTERS) (1) Party B shall independently carry out soil
test on the leased land and other works required for construction work.
(2) Party B shall install anti-pollution facilities to protect surrounding
environment and prevent water contamination in the neighboring coast.
(2) Party B shall, during the period of plant construction, take
appropriate action to prevent damage to the public facilities, such as the
existing highway, parks, and water and drainage systems. If any damage
occurs, Party B shall repair such damage at its own responsibility.
(3) Party B shall not scout technicians or skilled employees from other
companies or supporting institutions engaged in the same or similar
business.
ARTICLE 24 (SPECIAL MATTERS AND ADDITIONAL AGREEMENT) (1) If considered
necessary by Party A for Party B to effectively perform this agreement,
Party A may sign a separate agreement with Party B as an annex to this
agreement.
(2) If any change occurs later with respect to type of business or scale,
such as the reduction/exemption of rents, Party A may apply such changes.
ARTICLE 25 (COMPETENT COURT)Any lawsuit filed in relation to this agreement
shall be handled by the court having jurisdiction over the address of Party
A.
To substantiate conclusion of this agreement, this agreement is prepared in 2
copies and each party retains 1 copy respectively after affixing their names and
signatures thereto.
2002. 3. 5.
Party A: President (Official seal)
Kyonggi Local Corporation
1246, Xxxxxxx-xxxx, Xxxxxxx-xx, Xxxxx xxxx , Xxxxxxx Xxxxxxxx
Party B: CEO: Xxxxx Sungteak Hong (Official seal)
Liquidmetal Korea
XXXXX Xxxxxx xxxx. Xxxx Xxxxx 00xx Xx.
000 Xxxxxx0, XxxxXxx, Xxxxx, Xxxxx
TRANSLATION
CERTIFICATE
The undersigned officer of Liquidmetal Korea, wholly owned subsidiary of
Liquidmetal Technologies, hereby certifies that the foregoing is a fair and
accurate English translation of the original lease agreement, which is in the
Korean language.
Signature: /s/ Goonhee Xxx
Name: Goonhee Xxx
Title: Vice President
