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Letter of Commitment on Regulating Related Transactions and Avoiding Competition in the Industry
I am the actual controller of Dongguan Eontec Co., Ltd. (hereinafter referred to as "Eontec") and the shareholder of Liquidmetal Ltd. In order to promote development and cooperation of liquid metal related technology, Liquidmetal Ltd, invest into Liquidmetal Technologies, Inc., a US listed company. In order to avoid competition with Eontec and regulate connected transactions, outside of interest of Eontec investment of Liquidmetal Technologies, Inc., I hereby undertake:
1. Outside of investment in Liquidmetal Technologies, Inc., and integration of Liquidmetal Technologies Inc. R&D technology resources and strategic cooperation with Eontec, I have not in present, or will not in the future (as Eontec direct or indirect shareholders, directors, supervisors, senior Management) take the initiative, directly or indirectly, to engage in or participate in any business activities in compete with Eontec.
2. Through the shareholder status of Liquidmetal Ltd, according to relevant laws and regulations, assure Liquidmetal Ltd and Liquidmetal Technologies, Inc. is engaged in R & D and production activities within the existing business scope, and does not produce new industry to compete with Eontec.
3. I and my associates will terminate all use of Eontec funds and assets. In any case, does not require Eontec to myself or my investment, or control of other enterprises, economic organizations to provide any form of security or capital occupation.
4. I and my associates will be as much as possible to avoid and reduce the associated transactions with Eontec. If cannot be avoided or have reasonable reasons for the occurrence of related party transactions, I will follow the market, fair and open principles and signed In accordance with the provisions of the Articles of Association of Eontec, the relevant laws and regulations and other relevant information to fulfill the disclosure obligations and approval procedures to ensure that not through the related party transactions to harm Eontec and its minority shareholders legitimate rights and interests.
5. Upon Liquidmetal Technologies meeting following conditions, Liquidmetal Ltd shall transfer all of its owned Liquidmetal Technologies Inc. shares to Eontec,
(a) Liquidmetal Technologies, Inc. achieved a turnaround in profitability and eliminated major uncertainties in business operations and profitability that could generate sustainability benefits.
(b) Comply with regulatory policy of China "Domestic Enterprise foreign investment" and "Foreign Enterprise acquisition".
(c) Meet the regulatory authorities in the listed companies (major) asset acquisition supervision of the underlying assets of the profitability and legal compliance and other related requirements.
(for the specification of related party transactions and to avoid competition in the commitment letter signed by the promisee)