PIXELPLUS CO., LTD. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • December 5th, 2005 • Pixelplus Co., Ltd. • New York
DEPOSIT AGREEMENT dated as of , 2005 (the “Deposit Agreement”) among PIXELPLUS CO., LTD. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
FOUNDRY AGREEMENTFoundry Agreement • December 5th, 2005 • Pixelplus Co., Ltd. • California
This Foundry Agreement (the “Agreement”) is entered into this 22nd day of November, 2005 (the “Effective Date”) by and between Pixelplus Co. Ltd., with offices at 5th Floor, Intellige 1, KINS Tower, 25-1 Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do 463-811, Korea (“Pixelplus”), on behalf of itself and its wholly-owned subsidiaries Pixelplus Semiconductor, Inc., and Pixelplus Shanghai Co., Limited (collectively, “Buyer”); and United Microelectronics Corporation, an ROC Corporation with a principal place of business at No. 3, Li-Hsin Rd., Science-Based Industrial Park, Hsin-Chu City, Taiwan 30077, ROC (“Seller” or “Manufacturer”).
FORM OF BUNDANG LEASE AGREEMENTLease Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
ContractGuaranty Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
The Bank must explain major terms of this agreement, and deliver copies of the general terms and conditions of the bank credit facility (Eun Hang Yeo Shin Yak Kwan), together with this agreement to the (joint and several) guarantor.
TESTING AGREEMENTTesting Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
THIS TESTING AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2004 by and between PixelPlus Co., Ltd., having its registered office at 5th floor, Kyunggi Bldg., 1017, Ingae-dong, Paldal-gu, Suwon-si, Kyunggi-do, Korea (“PixelPlus”), and Tesna Co., Ltd., having its registered office at Suite # 212, Hyundai I Valley, 223-12, Sangdaewon-dong, Joongwon-gu, Sungnam-si, Kyunggi-do, Korea (“Tesna”).
BASIC AGREEMENTBasic Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
THIS BASIC AGREEMENT (this “Agreement”) is made and entered into by and between Dongbu Electronics Co., Ltd. (“Dongbu”) and PixelPlus Co., Ltd. (“Pixel”) for provision of information (i.e., products designs, etc.), products test, and manufacturing of the products of Dongbu as follows:
TERMINATION AGREEMENTTermination Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
WHEREAS, the parties hereto are also parties to the Series A Preferred Share Subscription Agreement dated the even date of the Shareholders Agreement (the “Subscription Agreement”);
WAFER FOUNDRY SERVICE AGREEMENTWafer Foundry Service Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
THIS SUPPLY AGREEMENT (this “Agreement”) is made and entered on this 3rd day of November, 2003, by and between PixelPlus Co., Ltd., having its registered office at 1017, Ingae-dong, Paldal-gu, Suwon-si, Kyunggi-do (“Pixel”); Dongbu Electronics Co., Ltd., having its registered office at 891-10, Daechi-dong, Kangnam-gu, Seoul (“Dongbu”); and T2Net Technology Co., Ltd., a distributor of Dongbu, having its registered office at A2, 1st basement floor, Tourist Terminal, 40-969, Hangangro-3ga, Yongsan-gu, Seoul (“T2Net”) for the provision of certain wafer foundry service for CMOS Image Sensor as follows:
ContractGuarantee Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
The Bank must explain major terms of this agreement, and deliver copies of the general terms and conditions of the bank credit facility (Eun Hang Yeo Shin Yak Kwan), together with this agreement to the (joint and several) guarantor.
ContractGuarantee Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
The Bank must explain major terms of this agreement, and deliver copies of the general terms and conditions of the bank credit facility (Eun Hang Yeo Shin Yak Kwan), together with this agreement to the (joint and several) guarantor.
Shareholders AgreementShareholders Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of March 7, 2003, by and among PixelPlus Co. Limited (the “Company”), a company incorporated under the laws of the Republic of Korea (“Korea”); the parties listed in Exhibit A hereof as existing shareholders of the Company (the “Existing Shareholders”), and the investors listed in Exhibit B hereof (collectively, the “Investors” and individually, an “Investor”). The Existing Shareholders and the Investors are sometimes collectively referred to as the “Shareholders” or individually referred to as the “Shareholder”.
FORM OF 2003 STOCK OPTION AGREEMENTStock Option Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered by and between Pixelplus Co., Limited. (the “Company”) and (Korean Resident ID Number: ) (the “Grantee”) for the grant of stock options to buy the shares of the Company on the terms and conditions as follows:
Pixelplus and PTI cooperation agreementCooperation Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
Hereby Party A and Party B agree to the sales cooperation of CMOS image sensor and related products (hereafter as the product) and cooperation matters, the contract as below:
PIXELPLUS CO., LTD. and JEFFERIES & COMPANY, INC. and EACH OF THE SELLING SHAREHOLDERS NAMED HEREIN American Depositary Shares representing Common Shares (par value Won 500 per share) UNDERWRITING AGREEMENT Dated , 2005Underwriting Agreement • December 5th, 2005 • Pixelplus Co., Ltd. • New York
Pixelplus Co., Ltd. (the “Company”), a company incorporated in The Republic of Korea (“Korea”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of American Depositary Shares, representing the right to receive an aggregate of common shares of the Company, par value Won 500 per share (the “Common Shares”). The American Depositary Shares to be sold by the Company are herein called the “Underwritten ADSs” and the Common Shares to be sold by the Company are herein called “Underwritten Shares”. In addition, the Selling Shareholders named in Schedule 2 hereto (the “Selling Shareholders”) propose to grant to the Underwriters an option to purchase up to American Depositary Shares (the “Option ADSs”) representing the right to receive an aggregate of additional Common Shares (the “Option Shares”). The Underwritten ADSs and the Option ADSs are herein referred to a
PURCHASE) BASIC TRANSACTION AGREEMENTBasic Transaction Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
THIS BASIC TRANSACTION AGREEMENT (this “Agreement”) is made and entered into by and between the Purchaser and the Supplier in order to promote cooperation between the parties for stability in products manufacturing activities and establishment of subcontracting business relationship and to set forth the terms and conditions of the sale and purchase of the products.
FORM OF 2004 STOCK OPTION AGREEMENTStock Option Agreement • December 5th, 2005 • Pixelplus Co., Ltd.
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered by and between Pixelplus Co., Limited. (the “Company”) and (Korean Resident ID Number: ) (the “Grantee”) for the grant of stock options to buy the shares of the Company on the terms and conditions as follows:
