Share Transfer and Termination and Release Agreement, dated July 10, 2007



 Exhibit 4.21 
 SHARE TRANSFER AND TERMINATION AND RELEASE AGREEMENT 
 This Share Transfer and Termination and
Release Agreement (this “Agreement”) is entered into as of July     , 2007, by and among: 
 (1)
Pixelplus Co., Ltd, a corporation organized and existing under the laws of the Republic of Korea (“Korea”) with its office located at 6th Floor, Gyeonggi R&DB Center, 906-5 Iui-dong, Yeongtong-gu, Suwon-si, Gyeonggi-do, 443-766,
Korea (the “Pixelplus”); 
 (2) Pixelplus Technology Inc., a corporation organized and existing under the laws of the
Republic of China (“Taiwan”) with its office located at 29, 6F-2, Hsinchu, Taiwan (“PTI”); and 
 (3) Huang
Yo Chin, an individual citizen of Taiwan with his Taiwanese passport number of 130713242, and with his residence located at [residence address], Taiwan (“Purchaser”). 
 RECITALS 
 A. Pixelplus is a shareholder of PTI, with thirty-seven point five
percent (37.5%) of the total issued and outstanding shares of stock of PTI. 
 B. Pixelplus wishes to sell, and Purchaser wishes to
purchase, the Pixelplus’ shares of PTI pursuant to the terms set forth below. 
 C. Pixelplus intends to withdraw from and terminate its
relationship with PTI, and PTI intends to allow Pixelplus to do so, pursuant to the terms set forth below. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth hereinbelow, and intending to be legally bound hereby, Pixelplus, PTI,
and Purchaser (collectively, the “Parties”) agree as follows. 
  

	1.	Termination of Business Relationship 

 1.1 On July
[date], 2007, or such other date as agreed upon by the Parties (the “Closing Date”), the following actions (the “Closing”) shall occur contemporaneously: 
 (a) Pixelplus shall sell, transfer, assign and deliver [number of shares]
([            ]) shares of common stock of PTI (the “Purchased Shares”) to Purchaser; 
 (b) Purchaser shall pay to Pixelplus as consideration for the Purchased Shares the aggregate purchase price of one U.S. dollar US$1.00
(the “Purchase Price”); 
 (c) Pixelplus shall deliver to PTI the written resignations of Mr. William
Kim from his position as a director of PTI and the written resignation of Mr. Ou-Seb Lee from his position as a director of PTI; 
  

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 (d) PTI shall take all actions to register the resignation of Mr. William Kim from
his position as a director of PTI and the resignation of Mr. Ou-Seb Lee from his position as a director of PTI with the relevant Taiwanese regulatory authorities; 
 (e) PTI shall return to Pixelplus all of the products specified in Exhibit 1.1(e) attached hereto (the “First Installment of
Returned Products”) at the Closing Date. After PTI provides the First Installment of Returned Products to Pixelplus, Pixelplus shall deduct the amount of US$1,541,058.31 for the First Installment of Returned Products from the total accounts
receivable of US$3,164,089.73 due as of May 9, 2007 from PTI to Pixelplus; 
 (f) PTI shall return to Pixelplus all of
the products specified in Exhibit 1.1(f) attached hereto (the “Second Installment of Returned Products”) at the Closing Date. After PTI provides the Second Installment of Returned Products to Pixelplus, Pixelplus shall deduct the
amount of US$1,623,031.42 for the Second Installment of Returned Products from the total accounts receivable of US$ 1,623,031.42 due as of June 25, 2007 from PTI to Pixelplus; and 
 (g) PTI shall discard and destroy in the presence of Pixelplus’ personnel all of the products PTI and Pixelplus determine and agree
to discard and destroy, except for those products listed in the table below. 
  

					
	 Product Name
	  	Product Type	  	Number of Units
	 PO2010D
	  	Die	  	138,235
	 PO3010K
	  	Die	  	4,821
	 PO3130D
	  	Wafer	  	43

 1.2 Pixelplus and PTI hereby acknowledge and agree that, after the consummation of the Closing:

 (a) PTI shall, with immediate effect, operate without the Pixelplus trademark; 
 (b) within one (1) month after the Closing Date, PTI shall remove all references to “Pixelplus” from all properties,
literatures and products of Pixelplus and shall otherwise stop use of such words, and PTI shall give written notice to Pixelplus of completion of such removal; 
 (c) the Cooperation Agreement dated September 20, 2004 shall be automatically terminated as of the Closing Date. Pixelplus and all of
its affiliates and subsidiaries shall be completely relieved of any liability arising out of or in connection with the Cooperation Agreement; and 
 (d) the Shareholders Agreement dated June 1, 2005 shall be amended to reflect the terms of this Agreement as of the Closing Date. Pixelplus and all of its affiliates and subsidiaries shall be completely relieved
of any liability arising out of or in connection with the Shareholders Agreement. 
  

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	2.	Representations and Warranties of Purchaser and PTI 

 As of the date hereof, Purchaser and PTI represent and warrant to, and agree with, Pixelplus as follows: 
 2.1 Purchaser and PTI
have all necessary power and authority to enter into this Agreement, to carry out their obligations hereunder, and to consummate the transaction contemplated under this Agreement. 
 2.2 PTI is duly organized, validly existing and in good standing under the laws of Taiwan with all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement in accordance with their terms and has taken all necessary action to authorize the execution and delivery of this Agreement. 
 2.3 The execution, delivery and performance of this Agreement by PTI and Purchaser do not and will not (i) violate, conflict with or result in the
breach of any provision of the articles of incorporation (or similar organizational documents) of PTI and (ii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation of any governmental authority in Taiwan.

 2.4 All filings, consents, approvals, authorizations, and other requirements prescribed by law or regulation which must be obtained or
satisfied by PTI and Purchaser and which are necessary for the execution and delivery of this Agreement and the consummation of the transaction contemplated in this Agreement (collectively, the “Required Approvals of PTI and
Purchaser”) shall have been obtained and satisfied by PTI and Purchaser. 
  

	3.	Conditions for the Benefit of Pixelplus 

 All
obligations of Pixelplus hereunder are, at its option, subject to the fulfillment of each of the following conditions on or before the Closing Date: 
 3.1 All representations and warranties made by PTI and Purchaser herein shall be true and correct at the date hereof and as of the Closing Date. 
 3.2 All of the covenants, terms and conditions of this Agreement to be complied with by PTI and Purchaser on or before the Closing Date shall have been complied with. 
 3.3 As of the Closing, there shall be no injunction, writ, preliminary restraining order or other order issued by a court or governmental agency of
competent jurisdiction directing that the transaction contemplated under this Agreement not be consummated as provided herein. 
 3.4 The
Required Approvals of PTI and Purchaser shall have been obtained by PTI and Purchaser in accordance with the time limits set by the relevant governmental authorities. 
 3.5 PTI shall have amended its articles of incorporation and the Shareholders Agreement dated June 1, 2005 to reflect the terms of this Agreement, and PTI shall have registered such amended articles of
incorporation with Taiwanese regulatory authorities. 
  

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	4.	Additional Covenants 

 4.1 PTI and Purchaser shall
use all reasonable efforts following the execution hereof to (i) obtain the Required Approvals of PTI and Purchaser and (ii) cooperate with Pixelplus in obtaining the required approvals of Pixelplus. 
 4.2 As an obligation surviving the Closing until two (2) years after the Closing, PTI agrees that it will fully assist and cooperate with Pixelplus
and/or its independent registered public accountants anytime and from time to time (as requested or required by Pixelplus) with any required public filings, submissions, and/or reporting by Pixelplus, including without limitation any required
filings, submissions and/or reporting arising from or in connection with Pixelplus’ U.S. GAAP financials, Form 6-K, and Form 20-F filed with the United States Securities and Exchange Commission. PTI further agrees it will furnish Pixelplus
and/or its independent registered public accountants with any and all business, finance, accounting, and tax documents, materials, and information necessary and proper for Pixelplus to execute and complete its filings, submissions, and/or reporting
referenced in this Section 4.2 in a timely and effective manner. 
 4.3 As an obligation surviving the Closing until two (2) years
after the Closing, PTI and Purchaser shall indemnify and hold harmless Pixelplus against and in respect of any and all liabilities, losses, damages, claims, costs and expenses (including without limitation reasonable attorneys’ fees)
(collectively, the “Losses”) arising out of, resulting from, or due to: (a) any material misrepresentation, breach of warranty or non-fulfillment of any covenant on the part of PTI and/or Purchaser under this Agreement, or from
any material misrepresentations in or omission from any schedule, certificate or written statement furnished or to be furnished by PTI and/or Purchaser to Pixelplus hereunder; and (b) any and all actions, demands, assessments or judgments,
costs and expenses incidental to any of the foregoing matters set forth in this Section 4.3. 
  

	5.	Full and Final Settlement and Release 

 5.1 The
rights and obligations set forth in Section 1 are in consideration of the full and final settlement, release, and discharge of any and all past, present and future, actual and potential, rights and claims which PTI and/or Purchaser has or may
have against Pixelplus or its former or present shareholders, directors, officers, employees or agents (collectively, the “Indemnitees”) under or in connection with any past or present business relationship among Pixelplus, PTI, and
Purchaser, and all of their affiliates and subsidiaries (collectively, the “Claims”). Without limiting the generality of the foregoing, in the case of any claim by PTI, the term “Indemnitees” shall include any
former or present directors, officers or employees of PTI who were nominated by Pixelplus or its affiliates. 
 5.2 Except as specifically
provided in Section 1, each Party hereby acknowledges and agrees that it shall have no further right or claim against any Indemnitee under or in connection with the Claims. 
 5.3 Except with respect to its rights and obligations specifically provided in Section 1, PTI and/or Purchaser shall not file any action, claim or
petition against or involving any Indemnitee with any judicial, administrative, legislative or other public agency with respect to any right or claim PTI and/or Purchaser has or may have against any Indemnitee under or in connection with the Claims.

  

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	6.	Miscellaneous 

 6.1 Entire Agreement. This
Agreement constitutes the entire understanding and agreement among the Parties and supersedes any and all prior or contemporaneous, oral or written, representations, communications, understandings and agreements among the Parties with respect to the
subject matter hereof. 
 6.2 Modifications. This Agreement shall not be modified, amended, cancelled or altered in any way, except by
an instrument in writing signed by all Parties. 
 6.3 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution of one or more counterparts and delivery thereof by facsimile transmission shall be permitted. 
 6.4 Confidentiality of Agreement. No Party shall disclose, disseminate or cause to be disclosed the terms and conditions of this Agreement, except
insofar as disclosure is reasonably necessary to carry out and effectuate the terms of this Agreement, and insofar as such party is required by law to respond to any demand for information from any court, governmental entity or governmental agency.

 6.5 Governing Law. This Agreement shall be governed under the laws of Korea. 
 6.6 Jurisdiction. The Parties shall use all reasonable efforts to resolve amicably any dispute, controversy or difference arising among the
Parties out of or in relation to this Agreement or for any breach thereof. If the Parties fail to do so, the Parties hereby agree to submit to the non-exclusive jurisdiction of the courts in Taiwan for resolution, and such resolution shall be
conducted in the English language. 
 IN WITNESS WHEREOF, the Parties executed this Agreement as of the date first above written. 

 

									
	PIXELPLUS CO., LTD.	 		 	PIXELPLUS TECHNOLOGY INC.
					
	By:	 	  
	 		 	By:	 	  

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

				
	HUANG YO CHIN	 		 		 	
					
	By:	 	  
	 		 		 	
					
	Name:	 	  
	 		 		 	
					
	Title:	 	  
	 		 		 	

  

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 Exhibit 1.1(e) 
 First Installment of Returned Products 
  

										
	 


 Type
	  	


Unit	  	


Qty.	  	


U/P
(US$)	  	


Amt. (US$)
	 PO1200D Wafer
	  	sls	  	9	  	1,420	  	 	12,780
	 PO3030K Wafer
	  	sls	  	5	  	1,320	  	 	6,600
	 PC1025N Die
	  	pcs	  	2,964	  	0.51	  	 	1,512
	 PO2030N Die
	  	pcs	  	16,775	  	0.46	  	 	7,717
	 PO1200N CSP (OPC)
	  	pcs	  	368	  	6.20	  	 	2,282
	 PO2030N CSP (OPC)
	  	pcs	  	7,359	  	1.18	  	 	8,684
	 PO3030K CSP (OP)
	  	pcs	  	14,515	  	1.11	  	 	16,112
	 PO3130D CSP (OPC)
	  	pcs	  	534	  	2.98	  	 	1,591
	 PO3130R CSP (OP)
	  	pcs	  	793	  	3.11	  	 	2,466
	 PO3130R CSP (OP-3D)
	  	pcs	  	1,400	  	3.11	  	 	4,354
	 PO2030N Die
	  	pcs	  	7,051	  	0.46	  	 	3,243
		  		  	 	  		  	 	 
	 Sub-Total
	  		  	51,773	  		  	US$	67,340.02
		  		  	 	  		  	 	 
	 PO1200D CSP (OP)
	  	pcs	  	34,019	  	4.48	  	 	152,405
	 PO1200N CSP (OP)
	  	pcs	  	33,150	  	4.71	  	 	156,137
	 PO2030N CSP (OP-3D)
	  	pcs	  	0	  	1.18	  	 	0
	 PO3030K CSP (OP)
	  	pcs	  	0	  		  	 	0
	 PO3030K CSP (OP-3D)
	  	pcs	  	119,854	  	1.18	  	 	141,428
	 PO3130D CSP (OP-3D)
	  	pcs	  	604	  	2.98	  	 	1,800
	 PO3130R CSP (OP)
	  	pcs	  	52,273	  	3.11	  	 	162,569
	 PO1200D Wafer (F/T)
	  	sls	  	125	  	1,420	  	 	177,500
	 PO1200D Wafer (S/T)
	  	sls	  	200	  	1,400	  	 	280,000
	 PO1200N Wafer (F/T)
	  	sls	  	43	  	1,420	  	 	61,060
	 PO3130R Wafer (F/T)
	  	sls	  	190	  	1,370	  	 	260,300
	 PO3130R Wafer (S/T)
	  	sls	  	61	  	1,320	  	 	80,520
		  		  	 	  		  	 	 
	 Sub- Total
	  		  	240,519	  		  	US$	1,473,718.29
		  		  	 	  		  	 	 
	 Total
	  		  		  		  	US$	1,541,058.31

  

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 Exhibit 1.1(f) 
 Second Installment of Returned Products 
  

											
	 


 Type
	  	


Unit	  	QTY	  	NTD AMT.	  	U/P
(US$)	  	USD AMT
	 PO1030D OPC-D CSP
	  	pcs	  	89	  	3,499	  	1.20	  	107
	 PO2010D Die
	  	pcs	  	250,000	  	8,684,575	  	1.05	  	263,169
	 PO2030N CSP (OP)
	  	pcs	  	1,359	  	60,659	  	1.35	  	1,838
	 PO3030K CSP (OPC)
	  	pcs	  	37	  	2,388	  	1.96	  	72
	 PO3030K CSP (OP)
	  	pcs	  	69	  	2,487	  	1.10	  	76
	 PO3030K CSP (OP-3D)
	  	pcs	  	21	  	838	  	1.21	  	25
	 Sensor 


	  		  	251,575	  	8,754,446	  		  	265,287
	 PO1030D CSP (OPC)
	  	pcs	  	4,244	  	168,505	  	1.20	  	5,106
	 PO1031D CSP (OP)
	  	pcs	  	2	  	79	  	1.20	  	2
	 PO1200D CSP (OP)
	  	pcs	  	14,978	  	1,503,712	  	3.05	  	45,683
	 PO1200D CSP (OP-3D)
	  	pcs	  	14	  	1,058	  	2.30	  	32
	 PO1200N CSP (OP-3D)
	  	pcs	  	657	  	64,783	  	3.00	  	1,971
	 PO1200N CSP (OP)
	  	pcs	  	109,445	  	8,633,766	  	2.40	  	262,668
	 PO2030N CSP (OPC)
	  	pcs	  	38	  	3,203	  	2.55	  	97
	 PO2030N CSP (OP)
	  	pcs	  	348	  	15,914	  	1.40	  	487
	 PO2030N CSP (OP-3D)
	  	pcs	  	165,249	  	6,874,672	  	1.26	  	208,323
	 PO3030K CSP (OP)
	  	pcs	  	55,289	  	574,746	  	0.32	  	17,417
	 PO3030K CSP (OP-3D)
	  	pcs	  	46,808	  	1,494,238	  	1.00	  	46,808
	 PO3130D CSP (OP-3D)
	  	pcs	  	71,378	  	2,638,623	  	1.12	  	79,958
	 PO3130R CSP (OP-3D)
	  	pcs	  	20	  	1,490	  	2.60	  	52
	 bine2~6&other 


	  		  	468,470	  	21,974,789	  		  	668,604
	 PO1200D CSP (OP)
	  	pcs	  	23,377	  	2,346,927	  	3.05	  	71,300
	 PO1200N CSP (OP)
	  	pcs	  	121,181	  	9,559,581	  	2.40	  	290,834
	 PO2030N CSP (OP-3D)
	  	pcs	  	75,103	  	3,124,427	  	1.27	  	95,381
	 PO3030K CSP (OP)
	  	pcs	  	15,626	  	162,437	  	0.32	  	4,922
	 PO3030K CSP (OP-3D)
	  	pcs	  	41,140	  	1,313,308	  	1.00	  	41,140
	 PO3130D CSP (OP-3D)
	  	pcs	  	744	  	27,503	  	1.13	  	841
	 PO3130R CSP (OP)
	  	pcs	  	102,795	  	6,095,785	  	1.80	  	184,721
		  		  	379,966	  	22,629,968	  		  	689,139
		  		  	 	  	 	  		  	 
		  		  	1,100,011	  	53,359,203	  		  	1,623,030
		  		  	 	  	 	  		  	 

  

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