(Purchase) Basic Transaction Agreement

* Samsung Electro-Mechanics (the "Buyer")

* Pixel plus Co., Ltd. (the "Supplier")

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.

Chapter 1
General Provisions

Article 1 Scope of Application

Terms and conditions of this Agreement shall apply to the cases where, pursuant to the purchaser order issued by the Buyer or an individual and separate sale and purchase agreement between the Buyer and the Supplier, the Buyer purchases the products from the Supplier.

Article 2 Basic Agreement and Individual Agreement

2.1 This Agreement sets forth the basic and fundamental terms and conditions of the commercial transactions between the parties hereto, and, unless stated otherwise, the terms and conditions set forth herein shall apply to each individual contracts and/or the purchase orders (the "Individual Contract"). The Buyer and the Supplier shall comply with the terms and conditions of this Agreement and each Individual Contract.

2.2 Each Individual Contract shall provide for date of order, products to be purchased (i. e., name, type, specifications of the products), quantity, purchase price per product, delivery date and place, method and date of payment, etc. and shall be executed by the Buyer and Purchaser. Provided, however, that the parties may set forth certain such terms of the Individual Contracts in the supplemental agreement to be executed by the parties in advance upon mutual consultation between the two.

2.3 Each Individual Contract stipulated in Paragraph 2 above shall become effective upon the Buyer’s delivery of the purchase order or sending an email stating the purchase terms and conditions to the Supplier. Provided, however, that the above provision shall not apply in cases where the Supplier expresses its intent not to accept such purchase order (hereinafter including the ones sent via email) within three (3) days of receipt of the same.

2.4 The Buyer may provide its prospects on its supply demand schedule to the Supplier as a reference to the Supplier for its setting up of a mid to long term manufacturing plan. For avoidance of any doubt, such schedule shall not be deemed as an Individual Contract or a purchase order from the Buyer.

2.5 If the Buyer, at its own expense, purchases and supplies certain raw materials to the Supplier for the manufacturing of the products by the Supplier, such supply of the raw materials shall be separately dealt with by the parties from the contemplated sale and purchase transactions under this Agreement. Provided, however, that if the Supplier breaches this Agreement due to delay in supply of raw materials by the Buyer, etc., the Supplier’s liabilities for such breach may be set-off by the Buyer’s portion of the contributory liabilities.

Article 3 Method of Notice and Recording Keeping

3.1 The parties may communicate with each other on the details of the transactions, including the Individual Contracts, etc. in writing or through email.

3.2 The parties shall maintain and keep record of the relevant documents and materials stipulated in the Fair Transactions in Subcontracting Act, such as this Agreement, the Individual Contracts, purchase orders, receipt of delivery, products inspection results, detail of purchase price payment, tax receipts, etc. and the documents and materials required to be reported, maintained and kept by the Supplier under this Agreement and/or the product warranty agreement related hereto for five (3) years or more from the date of delivery of the relevant products.

Article 4 Submission of Relevant Materials

4.1 Upon commencing the business with the Buyer, the Supplier shall submit the following documents (using specified format of the Buyer) to the Buyer:

a. Current business status of the Supplier;

b. Certificate of corporate seal;

c. Copy of certificate of business license;

d. Other materials required or deemed necessary by the Purchaser.

4.2 In the event that any changes occur with respect to any of the items in Paragraph 1 above, the Supplier shall submit the relevant materials reflecting such changes.

Chapter 2
Purchase Price

Article 5 Determination of Purchase Price

5.1 Subject to terms and conditions of this Agreement, the purchase price of the products shall be determined through mutual consultation between the parties and shall be stated in each Individual Contract. If deemed necessary by the parties, the parties shall confirm the purchase price of the relevant products by entering into a supplementary agreement in advance before the execution of the relevant Individual Contracts.

5.2 In the event that the economic conditions, etc. significantly change, the parties may adjust the purchase price determined pursuant to Paragraph 1 above accordingly through mutual consultation between the parties.

Chapter 3
Delivery

Article 6 Delivery

6.1 The Supplier shall, or cause its delivery agent to, deliver the products to the place designated by the Buyer.

6.2 The delivery agent of the Supplier shall be determined by the parties upon mutual consultation, and the details of the terms and conditions of such appointment shall be provided for in the Individual Contracts.

6.3 The Purchaser shall take the possession of the products supplied by the Supplier and issue the certificate thereof to the Supplier regardless of the result of the inspection on the supplied products. For avoidance of any doubt, such issuance of the certificate shall not be deemed as acceptance of the products upon inspection by the Buyer pursuant to Article 8 hereof.

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