Exhibit 10.23

***** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Sale and Purchase Agreement

 

Powergen Co., Ltd. (“Seller”) and GLAAM Co., Ltd. (“Purchaser,” together with Seller, the “Parties”), the Parties enter into an agreement to sell and purchase the real estate listed below:

Location

1. [***]

2. [***]

3. [***]

4. [***]

5. [***]

6. [***]

Land

Category

Factory, Forest & Field, Road

Site Right

Area

12,675.74 m2

Building

Structure/Usage

General Steel Structure / Factory

Area

5,940.25 m2

2. Agreement Contents   Article 1 (Purpose) For the sale of the foregoing real estate, Seller and Purchaser hereby agree to pay the following purchase price:

Total Amount

KRW 6,618,317,849.-

Down Payment

Loan

Mid-term Payment

Balance Payment

Purchaser shall pay KRW 6,618,317,849 in the aggregate to Seller on December 29, 2022.

Article 2 (Transfer of the Ownership) Upon receipt of the balance of the purchase price, Seller shall deliver to Purchaser all documents necessary for the transfer of title and cooperate with the registration process, and the delivery date of the above property shall be December 29, 2022.

Article 3 (Extinguishment of the Restricted Rights) If there is any reason restricting the exercise of ownership rights such as mortgages, ground rights, lease rights, etc. established on the above real estate, or if there is non-payment of taxes and utilities and other burdens, Seller shall remove the defects and burdens of such rights by the balance date and transfer the complete ownership rights to Purchaser. However, this shall not apply to the rights and amounts implied to be succeeded.

Article 4 (Local Taxes) The attribution of profits generated in connection with the above real estate and the burden of taxes and utilities and other burdens shall be based on the date of delivery of the above real estate, but the obligation and liability to pay local taxes shall be governed by the provisions of the Local Tax Act.

Article 5 (Termination of the Agreement) Until Purchaser pays Seller a mid-term payment (or the balance if there is no mid-term payment is outstanding), Seller has the option to repay a double multiple of the down payment, and Buyer has the right to waive the down payment and terminate this agreement.

Article 6 (Default and Indemnification) If either Seller or Purchaser defaults on any of the provisions of this agreement, the other party may terminate the agreement by giving written notice to the defaulting party. And each party may claim damages for termination from the other party, and the down payment shall be considered as the basis for damages unless otherwise agreed.

Special Provisions

 

1.	This agreement is based on the area as stated in the official documents.

 

2.	The respective purchase price of the land and building hereunder shall be as listed in the Appendix, but the value-added tax on the building shall be paid separately from the purchase price on the balance payment date.

 

3.	Other matters not specified in this agreement shall be governed by applicable laws and regulations, including the Civil Code, and general practice.

To confirm and approve the contents of the above agreement, two copies of this agreement shall be executed, and each copy shall be kept respectively after being signed and sealed by Purchaser and Seller.

December 22, 2022

 

Address

#1305, Building A of M State, 114, Beobwon-ro, Songpa-gu, Seoul, ROK

Company Registration Number

10111-2524183

Phone Number

Company Name   Representative Director

Powergen Co., Ltd.     /s/ Jung Gyu Lee

Sealed

Seller

Proxy

Address

Resident

Registration number

Address

298-42, Cheongbukjungang-ro, Pyeongtaek-si, Gyeonggi-do, ROK

Company Registration Number

10111-3236662

Phone Number

Company Name   Representative Director

GLAAM Co., Ltd.     /s/ Keong Rae Kim

Sealed

Purchaser

Proxy

Address

Resident

Registration number