This Business and Management Agreement (the “Agreement”) is made and entered into by and between EOS Inc., a Nevada corporation (FEIN：30-0873246) trading over OTCMarkets with symbol EOSS (“Party A”), and AsiaSonic International Industrial Co., LTD., a company formed under the laws of Republic of China ( “Party B”). Party A and Party B are collectively referred to as the “Parties”. For valuable considerations exchanged, the Parties have agreed to the following terms and conditions.
Whereas, the Parties entered into an Investment Cooperation Agreement (the “Main Agreement”), and Party A will issue 1.5 million new shares in EOS INC. stocks in exchange for the equivalent value of 51% of the total issued shares of Party B; This Agreement is a part of the Main Agreement. After the signing of the Main Agreement, in regards to the business and management of Party B, the Parties agree to abide by the following terms:
After the completion of the share exchange between Party A and Party B on the Main Agreement, Party A will hold 51% of the total issued shares of Party B. Party A agrees to Party B’s original business management model, except for dismissal by a resolution of the board of directors. Party B shall continue to appoint the managers and person in charge.
After signing this Agreement, prior to signing of the Main Agreement or before Party B obtain new capital (including equity or debt contribution), Party A may appoint at least one representative as Party B’s board of directors.
Party A agrees that while Party A holds 51% of Party B’s shares, Party A can only elect or appoint one director, and the appointed director will not run for the position of Chief Executive Officer. Party A shall request its appointed director to exercise voting rights in accordance to the voting interests of the directors appointed by Party B.
Party A agrees that during the period when Party A holds Party B’s shares, Party A will not propose any proposals at any shareholder meeting or any other meetings of the same nature. For the shares held by Party A, the exercise of shareholder voting rights shall be in accordance to the voting interests of the directors appointed by Party B.
第二條：生效條件、契約存續期間與優先買回權、解除契約
Article 2: Effective Conditions, Duration of the Contract, Right of First Refusal, and Termination of the Contract
1.
生效條件：本協議書於簽約日起生效。
Effective Conditions: This Agreement will become effective on the date of signing.
2.
契約存續期間與優先買回權：
The duration of the contract and the right of first refusal:
The Parties agreed to the terms of this Agreement for the purpose of Party A to up-list from OTCMarket to the New York Stock Exchange (NYSE); such a purpose is achieved, this Agreement shall remain valid and last until either Parties’ company terminates operations, the company encounters a major accident, or both parties agree to terminate this Agreement.
If Party A intends to transfer the shares of Party B’s company, it shall notify Party B in writing of the number of shares it intends to transfer, price and other conditions, and Party B shall enjoy the right of first refusal under the same conditions in order to obtain all or part of the shares which Party A wish to transfer.
If the purpose of the signing of this Agreement by the Parties no longer exists, or the goal that Party A intends to achieve is not achieved, this Agreement is deemed to be cancelled, and both parties shall return the shares to the original state.
第三條：準據法及管轄法院
Article 3: Governing Law and Court of Jurisdiction.
This Agreement shall be governed and construed by the laws of Republic of China (Taiwan). In case of any dispute, claim or disagreement arising in relation to or in connection with is Agreement, parties shall first seek to resolve any such conflict by mediation in good faith; and failing which, the Parties hereby agree to submit the conflict to the Taipei District Court as the court of the first instance.
經營管理協議(商業機密)
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第四條：效力範圍
Article 4: Severance
本協議書部分條款依法被認為無效時，其他條款仍應繼續有效。
In case any of the provisions hereof shall be deemed invalid by laws, other provisions shall nonetheless continue to take effect.
第五條：契約份數
Article 5: Counterparts
本協議壹式貳份，由甲乙雙方各執乙份為憑。
This Agreement shall be executed in two identical counterparts and Party A and Party B shall each bear one such counterpart.
Party B: AsiaSonic International Industrial Co., LTD.
法定代表人： Zhu Fa You
Authorized Representative:
簽名: /s/ Zhu Fa You
Signature:
電話：
Tel:
地址：新北市新莊區新樹路234巷11號
Address: No.11, Lane 234, Xin Shu Road, Xinzhuang District, New Taipei City, Taiwan
西元 2021 年 8 月 28 日
經營管理協議(商業機密)
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