Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Neither the Company agrees that nor any of its Subsidiaries shall (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) whether directly or indirectlyindirectly through advisors, agents or other intermediaries), nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, agents, representatives or advisors (the "Company Representatives") to (a) solicit, initiate, knowingly encourage (including by way of furnishing non-public information) or take any action knowingly to facilitate any inquiries or the making submission of any proposal inquiries, proposals or offer with respect to offers (xwhether or not in writing) a tender offer or exchange offer, proposal for a merger, consolidation or from any Person (other business combination involving the Company and/or than Holdings and its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basisaffiliates), other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”)Agreement, that constitute, or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may are reasonably be expected to lead to, an Acquisition Proposal (as defined below), or (b) enter into or participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time during the period following the execution of this Agreement and prior to the Effective Time, if the Company receives a proposal or offer that was not solicited by the Company or a Company Representative, and that the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) is a Superior Proposal (as defined below but ignoring, for purposes of this Section 4.4(a) only, clause (i) of the definition of Superior Proposal), and subject to compliance with Section 4.4(b), the Company Board may, or may authorize any committee thereof or any Company Representatives to, (x) furnish information with respect to the Company and its Subsidiaries to the Person making such proposal or offer pursuant to a confidentiality agreement on terms not less favorable to the Company than the Confidentiality Agreement and (y) participate in discussions or negotiations regarding such proposal or offer. (b) The Company shall notify Holdings promptly (and in any case prior to providing any information or access referred to below) after receipt by the Company (or any Company Representative) of any Acquisition Proposal or any inquiry regarding the making of an Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that informs the Company that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. The Company agrees that it willshall continue to keep Holdings informed, on a reasonably current basis, of the status of any such discussions or negotiations and the terms being discussed or negotiated. (c) Neither the Company nor the Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, in any manner adverse to Holdings, the approval or recommendation of this Agreement or the Merger, or propose publicly to approve or recommend an Acquisition Proposal, unless the withdrawal or modification of such approval or recommendation or such approval or recommendation is, in the good faith judgment of the Company Board or such committee thereof (after consultation with its outside legal counsel), necessary to comply with its fiduciary obligations to the Company's shareholders under applicable law. Nothing contained in this Agreement shall prohibit the Company nor the Company Board nor any committee thereof from taking and disclosing to its shareholders a position contemplated by Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act or from making any disclosure to the Company's shareholders if, in the good faith judgment of the Company Board or such committee thereof (after consultation with its outside legal counsel) the failure to make such disclosure would be inconsistent with its fiduciary duties to the Company's shareholders or other obligations under applicable law. Notwithstanding anything to the contrary contained in this Section 4.4 or elsewhere in this Agreement, prior to the Effective Time, the Company may, in connection with a possible Acquisition Proposal, refer any third party to this Section 4.4 and to Section 6.2, and it make a copy of this Section 4.4 and Section 6.2 available to such third party. (d) The Company will cause its subsidiaries and Representatives to, immediately cease and cause its advisors, agents and other intermediaries to be terminated cease any and all existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal of the foregoing, and shall use its reasonable best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information in the possession of any potential Acquisition Proposalsuch party or in the possession of any agent or advisor of any such party. The Company shall (I) promptly (and agrees not to release any third party from or waive any provisions of confidentiality in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected confidentiality agreement to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Feeparty. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company agrees that and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate initiate any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal, acquisition agreement(iii) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other similar agreement constituting the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than a confidentiality agreement pursuant to Section 6.5(a)the parties hereto and their respective representatives) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, conducted heretofore in response to connection with an Acquisition Proposal Proposal. The Company also agrees that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, within three (A3) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors Business Days of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination execution of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with respect to such Superior Proposal; provided, that its consideration of acquiring the Company may only take such actions at a time that is after or any of its Subsidiaries (and with whom the third business day following Parent’s receipt Company has had contact in the 12 months prior to the date of written notice advising Parent that this Agreement regarding the Board of Directors acquisition of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions or any of its Subsidiaries) to return or destroy all confidential information furnished to such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments Person by or on behalf of it prior to the terms date hereof and conditions of this Agreement so that such Acquisition Proposal ceases terminate access to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company physical or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force electronic data room maintained by or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% on behalf of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company agrees that (i) it and its executive officers and directors Subsidiaries shall not, (ii) and the Company shall instruct and use its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that cause its and its subsidiaries’ agents and representatives not to (“Representatives”i) shall not, (A) directly or indirectly, solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries inquiry or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, constitutes an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated (ii) initiate any existing activities, discussions or negotiations with any persons conducted heretofore Person with respect to to, or provide any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing non-public information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response agreement relating to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (Aiv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the Company anti-takeover laws of any state, or its Board of Directors may terminate this Agreement(v) otherwise knowingly facilitate any such inquiries, (B) the Board of Directors of the Company may approve proposals, discussions, or recommend such Superior Proposal negotiations or any effort or attempt by any Person to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any make an Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is . From and after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day perioddate hereof, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiariesofficers and directors shall, taken as a whole, (i) on terms that the Board of Directors of and the Company determined in good faith, after consultation with shall instruct and cause the Company’s outside legal representatives, its Subsidiaries and financial advisorstheir representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and considering as promptly as practicable thereafter notify each such factors as Person to the Board of Directors of effect that the Company considers is ending all discussions and negotiations with such Person with respect to be appropriate (including any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the conditionality Company and its Subsidiaries and the timing Company shall take all reasonable necessary actions to secure its rights and likelihood ensure the performance of consummation of any such proposal), are more favorable to the CompanyPerson’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsobligations under any applicable confidentiality agreement.

Acquisition Proposals. (a) The 3.3.1. Each of the Company and Parent agrees that (i) neither it nor any of its Subsidiaries nor any of its or any of its Subsidiaries' officers or directors shall, and each of the Company and Parent shall direct and use its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that cause its and its subsidiaries’ Subsidiaries' officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents and or other representatives (“collectively, with respect to each of the Company and Parent, the "Representatives”") shall notnot to, (A) directly or indirectly, initiate, solicit, initiate, knowingly encourage or knowingly otherwise facilitate any inquiries by any Person not a Party or the making of any proposal or offer by any Person not a Party with respect to (x) a tender offer or exchange offerto, proposal for a merger, reorganization, share exchange, consolidation or other business combination similar transaction involving the Company and/or its subsidiaries or (y) Parent, as applicable, or any proposal purchase of, or offer to acquire in any manner (1) 10% purchase, all or more a substantial portion of the equity interests (measured by economic or voting power) in securities of the Company on a consolidated basisor Parent, as applicable, or (2) 10% of all or more a substantial portion of the assets of the Company on or Parent, as applicable, and its Subsidiaries taken as a consolidated basis, other than the transactions contemplated by this Agreement whole (any such proposal or offer with respect to the Company or Parent, as applicable, whether made prior to or after termination of this Agreement, being hereinafter referred to with respect to that Party as an “"Acquisition Proposal”"), except, in each case, in connection with (and the term "Acquisition Proposal" shall not include) a proposal for, or (B) with respect to, a transaction that is permitted under Sections 3.1 or 3.2, as applicable, if immediately after the consummation of such transaction the stockholders or shareholders of the Company or Parent, as applicable, immediately prior to the consummation of such transaction continue to hold at least a majority of the outstanding shares of the entity surviving or resulting from that transaction. Each of the Company and Parent further agrees that neither it nor any of its Subsidiaries nor any of its or any of its Subsidiaries' officers or directors will, and that it will direct and use its best efforts to cause its Representatives not to, directly or indirectly participate indirectly, engage in any discussions or knowingly encourage any negotiations or discussions concerning, with or provide access to its properties, books and records or any confidential information or data to, to any person Person not a Party relating to an Acquisition Proposal or take engage in any other action to knowingly negotiations concerning an Acquisition Proposal, or otherwise facilitate any inquiries effort or the making of any proposal that constitutes, attempt to make or may reasonably be expected to lead to, implement an Acquisition Proposal. The Notwithstanding the foregoing, in the event that (i) Parent or the Company shall receive an Acquisition Proposal and has not at any time violated, in any material respect, the terms of this Section 3.3.1, (ii) the Board of Directors of Parent or the Company, as applicable, determines in its good faith judgment after receiving the advice of its financial advisor that this Acquisition Proposal is reasonably likely to result in a Superior Proposal and (iii) after giving the other Party at least 24 hours notice of its intention to do so, the Party that received the Acquisition Proposal may, in the case of the Company, prior to the receipt of the Company Requisite Vote, and in the case of Parent, prior to receipt of the Parent Requisite Vote, engage in discussions and/or negotiations with the Person that made the Acquisition Proposal and/or furnish confidential information and data to that Person pursuant to a customary confidentiality agreement containing terms (other than any standstill or similar terms) no less restrictive than those set forth in the Confidentiality Agreement, dated as of February 13, 2000, between the Company and Parent (the "Confidentiality Agreement"); provided that a copy of all written information furnished to the Person that made the Acquisition Proposal is promptly provided to the other Party to this Agreement. For purposes of this Agreement, a "Superior Proposal" means in respect of the Company or Parent, as applicable, any bona fide written Acquisition Proposal that (A) is no longer conditioned upon or subject to any due diligence investigation of the Company or Parent, as applicable, and its businesses by the Person making the Acquisition Proposal and (B) the Board of Directors of the Company or Parent, as applicable, determines in its good faith judgment (x) after consultation with its financial advisors (and taking into account all the terms and conditions of the Acquisition Proposal deemed relevant by that Board of Directors, including any break-up fees, expense reimbursement provisions, conditions to consummation, and the ability of the Person making the Acquisition Proposal to obtain any financing necessary to effect the transactions contemplated by the Acquisition Proposal), to be more favorable from a financial point of view to its shareholders or stockholders, as applicable, than the Merger, and (y) taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal, to constitute a transaction that is reasonably likely to be consummated on the terms set forth in the Acquisition Proposal. 3.3.2. Each of the Company and Parent agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons Person conducted heretofore with respect to any Acquisition Proposal. Each of the Company and Parent also agrees that, if it has not already done so, it will promptly request, to the extent it has a contractual right to do so, that each Person, if any, that has heretofore executed a confidentiality agreement within the 12 months prior to the date of this Agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information or data heretofore furnished to any Person by or on behalf of it or any potential Acquisition Proposalof its Subsidiaries. 3.3.3. The Each of the Company shall (I) and Parent agrees that it will take the necessary steps promptly to inform its Subsidiaries and its Subsidiaries' Representatives of the obligations undertaken in this Section 3.3. Each of the Company and Parent agrees that it will promptly (and in any no event within one business day later than 24 hours after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, notify (which notice shall include be provided orally and in writing and shall identify the identity of Person making the person making such Acquisition Proposal and set forth its material terms) the material terms thereof other Party after receipt of an Acquisition Proposal, or if any nonpublic information is requested from, or any discussions or negotiations are sought to be initiated or continued with, any of its or its Subsidiaries' Representatives and (II) thereafter shall keep Parent reasonably informed the other Party informed, on a current basis, of the status and details (including material terms of any material developments with respect to such Acquisition Proposal)proposals or offers. 3.3.4. Notwithstanding the foregoingExcept as provided in Section 3.3.5, nothing contained in this Agreement shall prevent prohibit the Company or its Board of Directors from: (i) Parent, as applicable, from taking and disclosing to its stockholders shareholders or stockholders, as applicable, a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication with respect to stockholders in connection with the making or amendment an Acquisition Proposal by means of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders asoffer or, in the good faith judgment case of Parent, taking this action and making these recommendations as the directors of Parent reasonably consider necessary so as to comply with any obligations imposed on Parent by the City Code on Takeovers and Mergers or the U.K. Panel on Takeover and Mergers in relation to any Acquisition Proposal (provided, that it is hereby acknowledged, for the avoidance of doubt that no provision of the City Code requires Parent or its directors to solicit or initiate any Acquisition Proposal). 3.3.5. Subject to its fiduciary duties under applicable Law as determined by the Board of Directors of Parent in good faith after receipt of the Company, after receiving advice from of outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from of Parent shall recommend that its shareholders vote to approve the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained Parent Requisite Resolutions and the Parent Director Resolutions (and these recommendations shall be included in the Confidentiality Agreement Parent Circular (except for such changes specifically necessary as defined in order for Section 3.4.2)). Subject to its fiduciary duties under applicable law as determined by the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining Board of Directors in good faith after receipt of the Company Requisite Voteadvice of outside counsel, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined recommend that the stockholders of the Company vote to approve the adoption of this Agreement (and this recommendation shall be included in good faith, after consultation with its outside legal counsel and its financial advisor thatthe Company Proxy Statement (as defined in Section 3.4.1. 1)). Notwithstanding the foregoing, (xa) such Acquisition Proposal constitutes, or is reasonably likely subject to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such actionlaw, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall deliver written notice to Parent four (i4) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time business days prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or modifying its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal recommendation to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent it intends to propose such adjustments do so absent modification to the terms and conditions of this Agreement so that such Acquisition Proposal ceases and (b) subject to constitute a Superior Proposal; providedits fiduciary duties under applicable law, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of Parent shall deliver written notice to the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of four (4) business days prior to modifying its recommendation to its shareholders advising the Company considers that it intends to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable do so absent modification to the Company’s stockholders from a financial point terms and conditions of view than this Agreement. 3.3.6. The Merger, this Agreement and the transactions contemplated by this Agreement and (ii) is reasonably capable shall be submitted to the stockholders of being consummated, including, without limitationthe Company for the purpose of approving this Agreement, the receipt Merger and the transactions contemplated by this Agreement regardless of the approvals recommendation or any change in the recommendation of Corvina Holdings Limitedthe Company's Board of Directors with respect thereto. 3.3.7. The Merger, SK Telecom Co.this Agreement and the transactions contemplated by this Agreement shall be submitted to the shareholders of Parent for the purpose of approving this Agreement, Ltd. the Merger and Parent the transactions contemplated by this Agreement regardless of the recommendation or their respective affiliates pursuant to contractual approval or consent rightsany change in the recommendation of Parent's Board of Directors with respect thereto.

Acquisition Proposals. Except in connection with the transactions contemplated hereby, unless and until this Agreement shall have been terminated in accordance with its terms, neither the Company, nor any Subsidiary nor any Stockholder shall cause the Company to (a) The Company agrees that take any action to solicit, initiate submission of or encourage any Acquisition Proposal (i) it and its executive officers and directors shall notas defined below), (iib) its subsidiaries participate in any substantive discussions or negotiations regarding an Acquisition Proposal with any person other than the Buyer and its subsidiaries’ executive officers and directors shall not and Buyer's representatives or (iiic) it shall use reasonable best efforts furnish any information with respect to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall notor afford access to the properties, (A) directly books or indirectlyrecords of the Company or any Subsidiary to any person who is known by the Company, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries such Subsidiary or the Stockholder to be considering making of any proposal or has made an offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, an Acquisition Proposal other than the transactions contemplated by this Agreement Buyer or (d) otherwise cooperate in any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”)way with, or (B) directly assist or indirectly participate in in, facilitate or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data toencourage, any effort or attempt by any person relating other than by the Buyer and its representatives to do or take seek any other action to knowingly facilitate any inquiries or of the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposalforegoing. The Company agrees and each Stockholder shall promptly notify the Buyer upon receipt of any offer or notice that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore person is considering making an offer with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed shall not accept any such offer for so long as this Agreement remains in effect. For purposes hereof, an "Acquisition Proposal" shall include any offer or other proposal to acquire or purchase all or a portion of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (capital stock or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal isassets of, or may reasonably be expected to lead toany equity interest in, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any Subsidiary, any merger or business combination with the Company or any Subsidiary, any public or private offering of its subsidiaries to execute) shares of the capital stock of the Company or any letter of intentSubsidiary, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) acquisition or financing involving the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination FeeSubsidiary. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The After the date hereof and until the Effective Time or earlier termination of this Agreement, the Company agrees that shall, and shall cause its directors, officers and investment bankers, attorneys, accountants, financial advisors and other advisors, agents or representatives (collectively, “Representatives”) to, (i) it and its executive officers and directors shall notcease any discussions or negotiations that may be ongoing as of the date of this Agreement with any person with respect to an Acquisition Transaction (as defined below), (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not request the prompt return or destruction of all confidential information relating to the Company previously furnished to such person and (iii) furnish CytRx with such information as it shall use reasonable best efforts may request with respect to ensure that its any recent discussions or negotiations with any person with regard to an Acquisition Proposal. (b) After the date hereof and its subsidiaries’ agents and representatives (“Representatives”) until the Effective Time or earlier termination of this Agreement, the Company shall not, (A) and shall not permit any of its Representatives to, directly or indirectly, (i) initiate, solicit, initiateinduce, knowingly negotiate, encourage or knowingly provide non-public or confidential information to facilitate any inquiries inquiry that constitutes, or the making of any proposal or offer with respect may reasonably be expected to (x) lead to, a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire acquire, in one or any manner series of transactions with such person (1other than CytRx and Merger Subsidiary), any (A) license, sublicense or similar arrangement by the Company involving any Intellectual Property of the Company under any of the Company License Agreements, (B) acquisition of assets of the Company equal to 10% or more of the equity interests (measured by economic Company’s consolidated assets or voting power) in the Company on a consolidated basis, or (2) to which 10% or more of the assets of the Company Company’s revenues or earnings on a consolidated basisbasis is attributable, (C) acquisition of 10% or more of the outstanding Company Common Stock, (D) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of the outstanding Company Common Stock or (E) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company; in each case, other than the transactions contemplated by this Agreement (any such proposal or offer transactions being hereinafter referred to herein as an “Acquisition ProposalTransaction”); or (ii) enter into, continue or otherwise participate in any discussions or negotiations with any third party regarding, or (B) directly furnish to any person any non-public information or indirectly participate in or knowingly encourage any negotiations or discussions concerningdata, or provide afford access to its the properties, books and or records or any confidential information or data of the Company with respect to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutesconstitute, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it willTransaction, and it will cause its subsidiaries and Representatives to, immediately cease and cause or otherwise knowingly facilitate any effort to be terminated any existing activities, discussions attempt to make or negotiations with any persons conducted heretofore with respect to implement any Acquisition Proposal or any potential Acquisition Proposal. The Company shall Transaction. (Ic) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained anything in this Agreement shall prevent to the Company or its Board of Directors from: contrary, (i) taking and disclosing prior to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment receipt of the Board of Directors of the CompanyCompany Stockholders’ Approval, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Votemay, providing access to its properties, books and records and providing information or data in response to a request therefor by bona fide written offer or proposal with respect to a potential or proposed Acquisition Transaction (“Acquisition Proposal”) from a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement or group (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y“Potential Acquirer”) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such actionwas not solicited, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommendinitiated, adopt induced or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement knowingly encouraged in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision violation of this Section 6.5 to the contrary, if, at any time prior to obtaining 6.03 and which the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited good faith and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s Company Financial Advisor or other financial advisor and its outside legal and financial advisorscounsel, is or could reasonably be expected to result in a Superior Proposal (as defined below), and considering such factors as the Board of Directors of only after the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.Board

Acquisition Proposals. (a) The Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on March 18, 2017 (the “Go-Shop Period End Date”), the Company agrees that and its Subsidiaries and their respective Representatives shall have the right to (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly solicit and encourage or knowingly facilitate any inquiries inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to a confidentiality agreement, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to (x) a tender offer any Acquisition Proposals and cooperate with or exchange offer, proposal for a merger, consolidation assist or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to a confidentiality agreement. No later than four (4) Business Days after the Go-Shop Period End Date, the Company shall notify Parent in writing of the identity of each Qualified Purchaser. (b) Except as may relate to any Qualified Purchaser (but only for as long as such Person or group is a Qualified Purchaser) or as expressly permitted by this Section 6.02, after the Go-Shop Period End Date until the Effective Time or, if earlier, the termination of this Agreement, the Company shall not and shall cause its Subsidiaries not to, and the Company shall direct its and their Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage any negotiations or discussions concerning, facilitate (including by way of providing information) the submission or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal requests, inquiries, proposals or offers that constitutes, constitute or may could reasonably be expected to lead to, an any Acquisition Proposal. The Company agrees that it willProposal or engage in, and it will cause its subsidiaries and Representatives toenter into, immediately cease and cause to be terminated continue or otherwise participate in any existing activitiesdiscussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate, any such requests, proposals, offers, discussions or negotiations or furnish to any Person any nonpublic information in furtherance of or afford access to the books or records or directors, officers, employees or other Representatives of the Company or any of its Subsidiaries to any Person with respect to, any persons proposal or offer that constitutes, or could reasonably be expected to result in any Acquisition Proposal; (ii) except as expressly permitted by Section 6.02(f), approve, endorse or recommend, or publicly propose to approve, endorse or recommend, an Acquisition Proposal, or enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, purchase agreement, option agreement or other agreement providing for or relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement as set forth in, and if permitted pursuant to, the provisions of Section 6.02(c)) or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Transactions or breach its obligations hereunder or propose or agree to do any of the foregoing; (iii) take any action to make the provisions of any Takeover Law inapplicable to any transaction contemplated by an Acquisition Proposal; (iv) terminate, amend, release, modify or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the Company in respect of or in contemplation of an Acquisition Proposal (other than, until the receipt of the Shareholder Approval, to the extent the Board of Directors determines in good faith, after consultation with its outside financial and legal advisors, that failure to take any of such actions under this clause (iv) would reasonably be expected to be inconsistent with its fiduciary duties to the holders of Company Common Stock under applicable Law), or (v) publicly propose to do any of the foregoing. Except as may relate to any Qualified Purchaser or as expressly permitted by this Section 6.02, the Company shall, shall cause its Subsidiaries to, and shall cause its and their Representatives to immediately cease and terminate, any solicitation, knowing encouragement, discussion or negotiation or cooperation with, or assistance or participation in, or facilitation of any such inquiries, proposals, discussions or negotiations with, any Persons conducted heretofore by the Company, its Subsidiaries and its and their Representatives with respect to any Acquisition Proposal and promptly request and instruct the prompt return or destruction of all confidential information previously furnished to any potential Acquisition Proposalsuch Person, and the Company shall take all reasonably necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement. The Company shall ensure that its Representatives are aware of the provisions of this Section 6.02, and any violation of the restrictions contained in this Section 6.02 by its Board of Directors (Iincluding any committee thereof) promptly or its Representatives (to the extent such Representatives have been directed or authorized by the Company or its Board of Directors to take or fail to take such action in violation of such restrictions) shall be deemed to be a breach of this Section 6.02 by the Company; provided, however, that any actions taken by the Company’s Board of Directors (including any committee thereof) or its Representatives that would be deemed a breach of the first two sentences of this Section 6.02(b) had the Company taken such action shall be deemed a breach by the Company solely for purposes of determining whether an Acquisition Proposal resulted from a breach of the first two sentences of this Section 6.02(b). (c) Notwithstanding anything to the contrary contained in Section 6.02(b) or any other provisions of this Agreement, if at any time following the Go-Shop Period End Date and prior to the date and time on which Shareholder Approval is obtained, (i) the Company has received an unsolicited written Acquisition Proposal from a third party that the Board of Directors determines in good faith to be bona fide, (ii) such Acquisition Proposal did not result in any event within one business day after receipt) notify Parent in writing material respect from a breach of the receipt first two sentences of any Section 6.02(b), (iii) the Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that (x) such Acquisition Proposal (constitutes or any request for information or other inquiry that may would reasonably be expected to lead result in a Superior Proposal and (y) the failure to take the actions described in clauses (A) and (B) below would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties under applicable Law, then the Company may (A) enter into an Acceptable Confidentiality Agreement with the Person making such Acquisition Proposal and furnish information with respect to the Company and its Subsidiaries pursuant to the Acceptable Confidentiality Agreement with the Company to the Person making the Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that the Company shall give written notice to Parent after any such determination by the Board of Directors and before taking any of the actions described in the foregoing clauses (A) after and (B). The Company shall concurrently provide Parent with copies of any information or materials provided or made available to such other Person which was not previously made available to Parent. For the date avoidance of this Agreementdoubt, notwithstanding the occurrence of the Go-Shop Period End Date, the Company may continue to engage in the activities described in Section 6.02(a) (subject to the limitations and obligations set forth therein) with respect to, and the restrictions in Section 6.02(b) and Section 6.02(c) shall not apply to, any Qualified Purchaser (but only for so long as such Person or group is a Qualified Purchaser), including with respect to any amended or modified Acquisition Proposal submitted by any Qualified Purchaser following the Go-Shop Period End Date. (d) Except as may relate to a Qualified Purchaser, following the Go-Shop Period End Date, the Company shall promptly notify Parent if it takes any action described in clauses (A) and (B) of Section 6.02(c), which notice shall include the identity of the person Person making such the Acquisition Proposal and a copy of the Acquisition Proposal to which such action relates (if made in writing) or the material terms and conditions thereof and (II) if not made in writing). Except as may relate to a Qualified Purchaser, following the Go-Shop Period End Date, the Company shall keep Parent reasonably informed (orally or in writing) on a prompt basis (and in any event within forty-eight 48 hours) of any material developments, material discussions or material negotiations regarding any Acquisition Proposal described in the immediately preceding sentence and, upon the reasonable request of Parent, shall apprise Parent of the status and details (including of any material developments discussions or negotiations with respect to such Acquisition Proposal)thereto. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent None of the Company or any of its Board Subsidiaries shall, after the date of Directors from: (i) taking and disclosing to its stockholders a position this Agreement, enter into any agreement that would prohibit them from providing such information or the information contemplated by Rule 14d-9 and Rule 14e-2(athe last sentence of Section 6.02(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matterParent. (be) Neither The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person relating to a possible Acquisition Proposal subsequent to the date of this Agreement except for an Acceptable Confidentiality Agreement as permitted or required pursuant to this Section 6.02, and neither the Company nor any of its Subsidiaries shall be party to any agreement that prohibits the Company from providing to Parent any information provided or made available to any other Person pursuant to an Acceptable Confidentiality Agreement. (f) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, and except as otherwise provided for in the immediately following sentence, neither the Board of Directors of the Company nor any committee thereof shall (i) recommendwithdraw, adopt qualify or approvemodify or publicly propose to withdraw, qualify or modify in any manner the Recommendation; (ii) if a tender offer or exchange offer for shares of capital stock of the Company that constitutes an Acquisition Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the shareholders of the Company (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the holders of Company Common Stock, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act; (iii) approve or recommend or propose publicly to approve or recommend an Acquisition Proposal; or (iv) approve or recommend, adopt or approvepublicly propose to approve or recommend, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an relating to any Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)an Acceptable Confidentiality Agreement) (any such documentationof the actions specified in (i), (ii), (iii) or (iv) a “Acquisition Proposal DocumentationChange of Recommendation”). Notwithstanding the foregoing or any other provision of this Section 6.5 anything to the contrarycontrary herein, if, the Board of Directors may at any time prior to obtaining the Company Requisite Votetime Shareholder Approval has been obtained, (A) effect a Change of Recommendation if, as a result of an event, development or change in circumstances that first occurs, arises or becomes known after the date of this Agreement (other than the receipt, existence or terms of any Acquisition Proposal, which is subject to clause (B) below, or any matter relating thereto or consequence thereof), the Company’s Board of Directors determinesdetermines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties to the holders of Company Common Stock under applicable Law or (B) effect a Change of Recommendation or terminate this Agreement to enter into a definitive Alternative Acquisition Agreement, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(aeach case described in this clause (B), that such Acquisition Proposal is with respect to a Superior Proposal, if (1) the Company receives a bona fide written Acquisition Proposal which the Board of Directors concludes in good faith, after consultation with outside legal counsel and financial advisors, constitutes a Superior Proposal after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Parent pursuant to clause (ii) below, and (2) the Board of Directors determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties to the holders of Company Common Stock under applicable Law; provided, however, that, in the case of the foregoing clauses (A) the Company or its Board of Directors may terminate this Agreement, and (B) the Board of Directors may not effect or make a Change of Recommendation or, as applicable, terminate this Agreement pursuant to this Section 6.02(f) and Section 8.01(f) unless, in the Company may approve or recommend case of clause (B) above, such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, did not result in any material respect from a breach by the Company may of the first two sentences of Section 6.02(b), and, in the case of clauses (A) and (B) above: (i) the Company shall have provided prior written notice to the Parent Entities of its intention to effect or make a Change of Recommendation or terminate this Agreement as contemplated by this Section 6.02(f) at least four Business Days in advance of taking such action (the “Notice Period”), which notice shall include, in the case of clause (B) above, an unredacted copy of such Superior Proposal (including the identity of the Person making such Superior Proposal), and shall have contemporaneously provided a copy of then-current form of all relevant transaction agreements relating to such Superior Proposal (and any debt and equity financing materials related thereto that were provided to the Company); and (ii) prior to effecting or making a Change of Recommendation or terminating this Agreement to enter into or execute any Acquisition Proposal Documentation a proposed definitive agreement with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, (x) the Company shall provide an opportunity for have negotiated, and shall have directed its Representatives to negotiate, during the Notice Period, with the Parent Entities in good faith (to propose such the extent the Parent Entities desire to negotiate) to make adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (iy) on terms that the Board of Directors of the Company determined shall have considered in good faith, faith (after consultation with the Company’s its outside legal counsel and financial advisors) any adjustments to this Agreement submitted in writing by the Parent Entities during the Notice Period, and considering such factors as (z) the Board of Directors shall have determined in good faith that, after giving effect to such adjustments, the Superior Proposal still constitutes a Superior Proposal (in the case of the Company considers clause (B) above) or it would reasonably be expected to be appropriate (including inconsistent with its fiduciary duties to the conditionality and holders of Company Common Stock under applicable Law to not effect a Change in Recommendation. In the timing and likelihood event of consummation any material revision to the terms of any such proposal), are more favorable to Superior Proposal or any Acquisition Proposal that the Company’s stockholders from Board of Directors determines no longer constitutes a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummatedSuperior Proposal, including, without limitationincluding any change in any price term thereof, the receipt Company shall be required to deliver a new written notice to the Parent Entities and to again comply with the requirements of the approvals of Corvina Holdings Limitedthis Section 6.02(f) with respect to such new written notice, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant a new Notice Period shall commence with respect to contractual approval or consent rights.such notice (except t

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly Any offer or indirectly, solicit, initiate, knowingly encourage proposal by any Person or knowingly facilitate group concerning any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company and/or or any of its subsidiaries or (y) divisions of any of the foregoing, or any proposal or offer to acquire in any manner (1) 10% manner, directly or more of the indirectly, a significant equity interests (measured by economic or voting power) in the Company on a consolidated basisinterest in, or (2) 10% or more a substantial portion of the assets of of, the Company on a consolidated basisor any of its subsidiaries, other than pursuant to the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to Agreement, is hereby defined as an “"ACQUISITION PROPOSAL". Neither the Company nor the Company Bank shall, nor shall it permit any of its officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal”), or (Bb) directly or indirectly participate in any discussions or knowingly negotiations with or encourage any negotiations effort or discussions concerning, or provide access to its properties, books and records or attempt by any confidential information or data to, any person relating to other Person or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The From and after the date hereof, the Company agrees that it will, and it will cause its subsidiaries and Representatives toall officers, immediately directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, the Company and its subsidiaries shall cease and cause to be terminated doing any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal)foregoing. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has for information or access made incident to an unsolicited bona fide Acquisition Proposal if made after the Board date hereof and may participate in discussions and negotiate with such party concerning any written Acquisition Proposal made after the date hereof, not recommend shareholder approval of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Merger and terminate this Agreement (except for such changes specifically necessary in order for provided that neither the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining nor any such Person, after the Company Requisite Votedate hereof, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying solicited, initiated or encouraged such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board board of Directors directors of the Company or any such Person shall have determined based upon the written advice of outside counsel reasonably acceptable to the Buyer (which shall in good faithany event include Broo▇▇ ▇▇▇▇▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇eon▇▇▇, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y▇.L.P.) that the failure failing to take such action would be inconsistent with its violate the directors' fiduciary duties under applicable Law and (2) prior to taking such actionlaw. Unless this Agreement has been terminated, the board of directors of the Company shall provide written notify the Buyer immediately if any Acquisition Proposal is made and shall in such notice to Parent indicate in reasonable detail the identity of the offeror and the terms and conditions of such matter. (b) Neither Acquisition Proposal and shall keep the Board Buyer promptly advised of Directors all Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Unless this Agreement has been terminated, neither the Company nor any committee thereof of its subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible acquisition (i) recommendwhether by merger, adopt stock purchase, asset purchase or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined belowotherwise) or (ii) execute (or allow recapitalization of the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Feesubsidiaries. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company agrees that (i) it and its executive officers and directors Subsidiaries shall not, (ii) and the Company shall instruct and use its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that cause its and its subsidiaries’ agents and representatives representatives, not to (“Representatives”a) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage initiate or knowingly facilitate participate in any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries the Company’s Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal, acquisition agreement(c) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other similar agreement constituting the anti-takeover laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to any Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”Acquiror and its representatives). Notwithstanding the foregoing The Company shall promptly notify Acquiror if any Person makes any written proposal, offer or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response inquiry with respect to an Acquisition Proposal that was unsolicited and that did not otherwise result from provide Acquiror with a material breach description of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments thereof to the terms and conditions of this Agreement so extent that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion disclosure would not result in breach of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors confidentiality obligations that are in existence as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsdate hereof.

Acquisition Proposals. (a) The Company agrees that Except as expressly permitted by this Section 5.6, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, (i) it the Company shall, and shall cause its subsidiaries and Affiliated Entities and its executive officers and directors their respective Representatives to (A) cease and cause to be terminated any solicitation, discussion or negotiation or other activities with any Third Parties with respect to a Competing Proposal, and (B) request any such Third Party or any other Third Party that prior to the date hereof executed a confidentiality agreement in connection with its consideration of a Competing Proposal to promptly return or destroy all confidential information concerning the Company and its subsidiaries and Affiliated Entities; and (ii) the Company shall not, (ii) shall cause its subsidiaries and its subsidiaries’ executive officers and directors Affiliated Entities not to, shall not and (iii) it shall use reasonable best efforts to ensure that permit its and its subsidiaries’ agents and representatives (“Representatives”) Affiliated Entities’ respective Representatives to, and shall notdirect its and its subsidiaries’ and Affiliated Entities’ respective Representatives not to, directly or indirectly, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate (including by providing information or granting any inquiries waiver, amendment or the making of release under any proposal standstill or offer with respect to (xconfidentiality agreement or Takeover Statutes or otherwise) a tender any inquiry, discussion, offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal request that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may could reasonably be expected to lead to, a Superior Competing Proposal; and , (ivB) prior to obtaining the Company Requisite Voteengage, contacting and engaging continue or participate in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only except to notify such Third Party of the extent that in connection with the foregoing clauses (iiexistence of this Section 5.6) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutesnegotiations concerning, or is reasonably likely furnish any non-public information relating to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries or Affiliated Entities to, or afford access to executethe properties, books or records of the Company or its subsidiaries and Affiliated Entities to, any Third Party relating to a Competing Proposal or any offer or proposal that would reasonably be expected to lead to a Competing Proposal or any Third Party that, to the knowledge of the Company, is seeking to make, or has made, a Competing Proposal, (C) approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership merger agreement or other similar definitive agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant an Acceptable Confidentiality Agreement) with respect to Section 6.5(a)any Competing Proposal (an “Alternative Acquisition Agreement”) or (D) resolve to propose, agree or publically announce an intention to do any such documentation, “Acquisition Proposal Documentation”). of the foregoing. (b) Notwithstanding the foregoing or any other provision of anything in this Section 6.5 Agreement to the contrary, from and after the date of this Agreement until obtaining the Requisite Stockholder Approval, if the Company receives a bona fide unsolicited written Competing Proposal from any Third Party which did not, directly or indirectly, arise from any breach of Section 5.6(a), the Company or the Company Board, directly or indirectly through its Representatives, may, (i) contact such Third Party to clarify the terms and conditions thereof, (ii) furnish non-public information to such Third Party (provided, however, that (A) prior to so furnishing such information, the Company receives from such Third Party an executed Acceptable Confidentiality Agreement, (B) any non-public information concerning the Company or its subsidiaries or the Affiliated Entities provided to any Third Party given such access shall, to the extent not previously provided to Parent or Merger Sub, be substantially concurrently provided to Parent or Merger Sub (which requirement may be satisfied by posting such information to the Electronic Data Room provided that written notice of such posting (which may be satisfied by email) is provided to or made available to Parent promptly (and in any event within four (4) hours) after such posting) and (C) the Company and the Company Board and their respective Representatives shall withhold such portions of documents or information, or provide pursuant to customary “clean-room” or other appropriate procedures, to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature if the exchange of such information (or portions thereof) could reasonably be likely to be harmful to the operation of the Company in any material respect), and (iii) engage in discussions or negotiations with such Third Party with respect to the Competing Proposal, if and only if, with respect to each of clause (i), (ii) and (iii) above, (x) such Third Party has submitted a bona fide unsolicited written Competing Proposal which did not, directly or indirectly, arise from any breach of Section 5.6(a) and which the Company Board determines in good faith, after consultation with its financial and legal advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, (y) the Company Board determines in good faith, after consultation with its legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and (z) the Company has provided prior oral and written notice to Parent and Merger Sub of the determination of the Board. (c) Except as set forth in Section 5.6(d) or Section 5.6(e), neither the Company Board nor any committee thereof shall (i) withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to Parent or Merger Sub, the Company Recommendation, (ii) fail to include the Company Recommendation in the Proxy Statement from the time it is required to be first filed pursuant to Section 5.2(a), (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Competing Proposal, or resolve to do any foregoing or (iv) fail to reaffirm the Company Recommendation or fail to recommend against any Competing Proposal subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement made on Schedule 14D-9 within ten (10) Business Days after the commencement of such Competing Proposal (any of the actions described in clauses (i) through (iv) of this Section 5.6(c) and the proviso set forth in Section 5.6(g), an “Adverse Recommendation Change”) or (v) cause or permit the Company to enter into any Alternative Acquisition Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to to, but not after, obtaining the Company Requisite VoteStockholder Approval, the Company’s Company Board shall be permitted to take any of Directors determinesthe actions set forth in Section 5.6(c)(i) and Section 5.6(c)(ii) if (i) an event, fact, development, circumstance or occurrence (but specifically excluding any Competing Proposal) that materially improves the business, assets, operations or prospects of the Company or its subsidiaries and that was not known to the Company or Company Board as of the date hereof, becomes known to the Company Board after the date of this Agreement (an “Intervening Event”), (ii) as a result thereof, the Company Board determines in good faith, after consultation with its financial and legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and (iii) the Company Board has complied with the requirements set forth in clauses (A) through (C) of Section 5.6(e) as if such requirements in connection with an Adverse Recommendation Change relating to a Superior Proposal related to an Intervening Event. (e) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 5.6(b), at any time prior to, but not after, obtaining the Requisite Stockholder Approval, the Company Board shall only be permitted to (y) effect an Adverse Recommendation Change or (z) cause or permit the Company to enter into an Alternative Acquisition Agreement and terminate this Agreement under Section 7.1(c)(ii) (provided, that, concurrently with or prior to such termination the Company pays to Parent the Termination Fee) if and only if, in response to an Acquisition either case, (i) the Company Board has received a bona fide unsolicited written Competing Proposal that was unsolicited and that which did not otherwise result not, directly or indirectly, arise from a material or in connection with any breach of Section 6.5(a)5.6(a) or Section 5.6(b) and that, in the good faith determination of the Company Board, after consultation with its financial and legal advisors, constitutes a Superior Proposal and (ii) the Company Board determines in good faith, after consultation with its legal advisors, that failure to take such Acquisition Proposal is a Superior Proposalaction would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company shall not take the actions in either clause (y) or (z) above unless and until (A) the Company or its Board notifies Parent in writing (a “Notice of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided”), at least three (3) Business Days in advance of taking such action, that the Company Board intends to take the action in clause (y) or (z) above, as the case may only take such actions at a time that is after be, which Notice of Superior Proposal shall specify the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors identity of the Company has received a party who made such Superior Proposal. Such written notice shall specify Proposal and all of the material terms and conditions of such Superior Proposal and identify shall attach the person making agreement and all related documentation providing for such Superior Proposal. During ; (B) after providing such three business day periodNotice of Superior Proposal and prior to taking such action in clause (y) or (z) above, as the case may be, the Company shall provide an opportunity for negotiate in good faith with Parent during such three (3) Business Days period (to propose the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of this Agreement so as would permit the Company Board (consistent with its fiduciary duties under applicable Law) not to take such action in clause (y) or (z) above, as the case may be; and (C) the Company Board shall have considered in good faith any changes to this Agreement offered in writing by Parent and shall have determined in good faith that such Acquisition the Superior Proposal ceases would continue to constitute a Superior ProposalProposal if such changes offered in writing by Parent were to be given effect and that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Any amendment to the financial terms or any other material amendment of such Superior Proposal (or material change to the Intervening Event) shall require a new Notice of Superior Proposal and the Company shall be required to comply again with the requirements of this Section 5.6(e); provided, however, that references to the three (3) Business Days period above shall be deemed to be references to a two (2) Business Day period with respect to any such proposed adjustment amendment to a previous Superior Proposal (or Intervening Event); provided, further, that in no event shall such new notice period shorten the original notice period. (f) From and after the date hereof, the Company shall promptly (and, in any event, within twenty-four (24) hours, notify Parent and Merger Sub of receipt by the Company of any Competing Proposal or any offer or proposal that could reasonably be at expected to lead to a Competing Proposal (or any inquiry or request for negotiating or discussing a Competing Proposal) or any request for non-public information in connection with any Competing Proposal or offer or proposal that could reasonably be expected to lead to a Competing Proposal, the discretion material terms and conditions of any such Competing Proposal or request (including the identity of the Third Party and, if applicable, copies of any documents relating to such Competing Proposal (provided, that any fee letters may be redacted to the extent required to comply with confidentiality provisions), and shall as promptly as reasonably practicable (and in any event on a daily basis) advise Parent at and Merger Sub of any material amendments to any such Competing Proposal or request and shall keep Parent reasonably informed on a daily basis of the timestatus and terms thereof. The Company or its Board of Directors may shall not terminate this Agreement pursuant to this Section 6.5(b), and enter into any purported termination pursuant to this sentence shall be void and of no force or effect, unless agreement with any such Third Party which would prevent the Company prior to or concurrently from complying with such termination pursuant to the provisions of this Section 6.5(b) pays to the Parent the Company Termination FeeAgreement. (cg) For purposes of Nothing contained in this Agreement, “Superior Proposal” Agreement shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in prohibit the Company or more than 50% of the consolidated assets of the Company and Board (or any committee thereof), directly or indirectly through its subsidiariesRepresentatives, taken as a whole, from (i) on terms complying with its disclosure obligations under applicable Law with regard to a Competing Proposal, including taking and disclosing to the Company’s stockholders a position with respect to a tender or exchange offer by a Third Party pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act (or any similar communication to the Company’s stockholders) or (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), which “stop, look and listen” communication shall include an indication that the Company Board of Directors of has not changed the Company Recommendation, in the case of either clause (i) or (ii), if the Company Board has determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as that the Board failure to do so would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that any disclosures pursuant to clause (i) above other than an express rejection of Directors the applicable tender or exchange offer or an unqualified reaffirmation of the Company considers Recommendation shall be deemed to be appropriate (including an Adverse Recommendation Change. Between the conditionality date of this Agreement and the timing earlier of the Effective Time and likelihood the date, if any, on which this Agreement is terminated pursuant to Section 7.1, upon the written request by Parent (A) following any disclosure specified in clauses (i) or (ii) above or (B) in the event (x) a Competing Proposal has been made publicly known, (y) an Intervening Event has been made publicly known or (z) any other event or circumstance has occurred that could reasonably be expected to prevent or materially delay or impair the ability of consummation the parties to consummate the Merger or the other transactions contemplated by this Agreement on a timely basis, the Company Board shall expressly publicly reaffirm the Company Recommendation within ten (10) Business Days following such request, and failure to do so shall be deemed to be an Adverse Recommendation Change. (h) The approval of such proposal), are more favorable the Company Board for purposes of causing any Takeover Statute to the Company’s stockholders from a financial point of view than be inapplicable to the transactions contemplated by this Agreement shall be irrevocable and (ii) unconditional while this Agreement remains in effect and no Adverse Recommendation Change in and of itself shall change such approval for purposes of causing any Takeover Statute to be inapplicable to the transactions contemplated hereby or thereby. To the extent Parent and/or the Company believes that there has been a breach by a Third Party of any standstill provision to which the Company or any of its subsidiaries is reasonably capable of being consummated, including, without limitationa party, the receipt Company shall use reasonable best efforts to enforce such standstill provision to the extent permitted by applicable Law. (i) Notwithstanding any provision of Section 5.6(b), but subject to applicable Law, and in furtherance of Section 5.6(a), the Company Board shall not grant any waiver or release under any standstill agreement with respect to any class of equity securities of the approvals Company. The Company shall enforce, and shall not release or permit the release of Corvina Holdings Limitedany person from, SK Telecom Co.or amend, Ltd. waive, terminate or modify, and Parent shall not permit the amendment, waiver, termination or their respective affiliates pursuant modification of, any provision of, any confidentiality or similar agreement or provision to contractual approval which the Company or consent rightsany of its subsidiaries or Affiliated Entities is a party or under which the Company or any of its subsidiaries has any rights to the extent permitted by applicable Law. (j) For purposes of this Agreement:

Acquisition Proposals. (a) The Company agrees that (i) it From the date hereof until the earlier of the termination of this Agreement or the consummation of the Merger, Castelle and its executive officers and directors shall Ibex will not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ will cause their respective officers, directors, employees, agents and representatives (“Representatives”) shall notnot to, (A) directly or indirectly, encourage, solicit, initiateaccept, knowingly encourage initiate or knowingly facilitate conduct discussions or negotiations with, provide any inquiries information to, or enter into any agreement with, any corporation, partnership, limited liability company, person or other entity or group concerning the making acquisition of any proposal all or offer with respect to (x) a tender offer substantial part of the assets, business or exchange offercapital stock of Castelle or Ibex, proposal for a whether through purchase, merger, consolidation consolidation, exchange or any other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more each of the equity interests (measured by economic or voting power) foregoing, an "Acquisition Proposal"). Notwithstanding anything to the contrary in the Company on preceding sentence, nothing herein shall prevent Castelle or Ibex and its officers and directors, from responding to and considering unsolicited firm offers for any such transaction from other persons if and to the extent that, in the written opinion of Castelle or Ibex outside counsel, respectively, failure to do so would be reasonably likely to constitute a consolidated basis, violation of applicable law or (2) 10% or more a breach of the assets fiduciary duties of that company's directors to its shareholders. Each company shall immediately provide written notice to the other company of the Company on terms and other details of any such unsolicited inquiry or proposal relating to an Acquisition Proposal. In the event that Castelle or Ibex or any of their officers or directors enters into any such negotiations or discussions for any reason which thereby constitute a consolidated basisbreach of this Section 5.11, such company shall immediately reimburse the other than company for all expenses and costs incurred by that company in connection with the transactions contemplated by this Agreement (any such proposal Agreement. In the event that Castelle or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or Ibex any of its subsidiaries to execute) their officers or directors shall enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement understanding or other similar agreement constituting an Acquisition Proposal (other than with another party relating to the acquisition of all or a confidentiality agreement pursuant to Section 6.5(a)) (any such documentationsubstantial part of the assets, “Acquisition Proposal Documentation”). Notwithstanding the foregoing business or capital stock of Castelle or Ibex, as, applicable, whether through purchase, merger, consolidation, exchange or any other provision business combination, either in violation of the no-shop agreement set forth in this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, or within nine (A9) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the months after termination of this AgreementAgreement for any reason, then immediately upon entering into such letter of intent, understanding or other agreement, such company shall pay to Castelle or Ibex, as applicable, a termination fee in the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that amount of $250,000 (the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal"Termination Fee"); provided, however, that any such proposed adjustment Termination Fee shall not be at payable if, prior to the discretion entry by such company into such letter of Parent at intent, understanding or other agreement, Castelle or Ibex, as applicable has unilaterally declined to close the timeMerger. The Company or its Board of Directors may not terminate this Agreement pursuant to parties acknowledge and agree that the expense reimbursement obligation and Termination Fee described in this Section 6.5(b), and any purported termination pursuant to this sentence shall not be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays exclusive remedy to the Parent injured party in the Company Termination Fee. (c) For purposes event of a breach of this Agreement, “Superior Proposal” and, in any such event, the injured party shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests be entitled, in the Company or more than 50% of the consolidated assets of the Company and its subsidiariesaddition to receiving such payments, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummatedequitable remedies, including, without limitation, the receipt specific performance and enjoining of the approvals any actions determined to be in breach of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsthis Agreement.

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Murano Parties shall not, (ii) its subsidiaries and its subsidiaries’ executive officers the Murano Parties shall instruct and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and cause their representatives acting on their behalf not to (“Representatives”i) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate initiate any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, concerning the Group Companies to any person Person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions Proposal or negotiations with any persons conducted heretofore with respect afford to any Acquisition Proposal Person access to the business, properties, assets or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing personnel of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to Group Companies in connection with an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Voteenter into any acquisition agreement, providing access to its properties, books and records and providing information merger agreement or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal isdefinitive agreement, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal, acquisition agreement(iii) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other similar agreement constituting the anti-takeover laws of any state, in each case, in connection with an Acquisition Proposal, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Murano Parties shall, and the Murano Parties shall instruct and use reasonable best efforts to cause their representatives acting on their behalf to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”HCM and its representatives). Notwithstanding the foregoing or any other provision of this Section 6.5 anything to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, contrary in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation Murano Parties and their respective representatives shall not be restricted pursuant to the foregoing sentences with respect to such Superior Proposal; provided, that the Company may only take such any actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions explicitly contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, or the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsAncillary Agreements.

Acquisition Proposals. (a1) The Company agrees that (i) it and each of its executive officers --------------------- Subsidiaries shall, and directors shall not, (ii) direct and use its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use commercially reasonable best efforts to ensure that cause its and its subsidiaries’ officers, directors, employees, agents and other representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations contacts with any persons conducted heretofore Persons that may be ongoing with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any an Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with as hereinafter defined). With respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company any Person or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection Persons with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow whom the Company or any of its subsidiaries Subsidiaries has been discussing any Acquisition Proposal prior to execute) the date hereof, the Company and its Subsidiaries shall promptly following the execution of this Agreement request each such Person who has heretofore entered into a confidentiality agreement with the Company or any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting its Subsidiaries regarding an Acquisition Proposal to return to the Company all confidential information heretofore furnished to such Person or Persons by or on behalf of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than a confidentiality agreement pursuant to Section 6.5(a)in the ordinary course of business) any portion of the assets of, or any equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding communication with respect to the foregoing being an "Acquisition Proposal") or participate in any negotiations regarding, or furnish to any other provision Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek any of this Section 6.5 to the contraryforegoing; provided, ifhowever, that, at any time -------- ------- prior to obtaining the purchase of Shares by Acquisition Sub pursuant to the Offer, the Company Requisite Votemay furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the Company’s date of this Agreement if the Board by majority vote determines in good faith (i) after consultation with and receipt of Directors determinesadvice from its outside legal counsel, in response that failing to an take such action may reasonably be determined to constitute a breach of the fiduciary duties of the Board under applicable law, (ii) that commitments (financing and other) of substantially the same sufficiency and firmness as those then obtained by Purchaser have been obtained with respect to such Acquisition Proposal that was unsolicited the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and that did not otherwise result from a material breach of Section 6.5(a), (iv) that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal not subject to its stockholders and/or (C) concurrently any regulatory approvals that could reasonably be expected to prevent consummation. In connection with the termination Acquisition Proposal of this Agreementa party that satisfies the criteria set forth in the proviso to the preceding sentence, the Company may will enter into or execute any Acquisition Proposal Documentation a confidentiality agreement with respect to such Superior Proposal; providedparty, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice which confidentiality agreement shall specify the material have terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, that will be no less favorable to the Company shall provide an opportunity for Parent to propose such adjustments to than the terms and conditions provisions relating to confidentiality contained in that certain Letter of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; providedIntent dated November 10, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), 1999 by and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of between the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsPurchaser.

Acquisition Proposals. From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, each Seller agrees that such Seller will not, (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage seek, entertain, encourage, facilitate, support or knowingly facilitate induce the making, submission or announcement by any inquiries or the making Person of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to the acquisition by any Person (other than Buyer and its Affiliates) of any of the Purchased Interests or the Other Interests, (b) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these exclusivity provisions) or negotiations regarding, or deliver or make available to any Person any information with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate regarding, any inquiries inquiry, expression of interest, proposal or the making of any proposal offer that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it willthe acquisition by any Person (other than Buyer and its Affiliates) of any of the Purchased Interests or any of the Other Interests, and it will cause its subsidiaries and Representatives (c) agree to, accept, approve, endorse or recommend any transaction related to the acquisition by any Person (other than Buyer and its Affiliates) of the Purchased Interests or the Other Interests, or (d) enter into any letter of intent or any other contract contemplating or otherwise relating to the acquisition by any Person (other than Buyer and its Affiliates) of the Purchased Interests or the Other Interests. As of the date of this Agreement, each Seller agrees to (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons Person (other than Buyer or its Affiliates) conducted heretofore prior to the date hereof with respect to the acquisition by any Acquisition Proposal Person (other than Buyer and its Affiliates) of the Purchased Interests or any potential Acquisition Proposal. The Company shall the Other Interests, (I) promptly (and in any event within one business day after receiptii) notify Parent each other Person with whom it was engaged in writing of the receipt of any Acquisition Proposal (ongoing discussions or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments negotiation with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure Purchased Interests immediately prior to the Company’s stockholders as, in date hereof that it has entered into a binding agreement relating to the good faith judgment sale of the Board of Directors of the CompanyPurchased Interests, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only Buyer and/or its Affiliates) with respect to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors sale of the Company shall have determined in good faithPurchased Interests and the Other Interests. Notwithstanding anything to the contrary contained herein, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutesnothing contained herein is intended to, or is reasonably likely to lead shall serve to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall prevent (i) recommendany Bridge Equity Provider from exercising or otherwise limit its right of first offer under Section 4.02 of the Bridge Equity Providers Agreement, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries action by Sellers that Sellers, in their reasonable judgment, determine that they are required to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement perform pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding their obligations under the foregoing Bridge Equity Providers Agreement or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Syndicaton Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Neither the Company agrees that (i) it and nor any of its executive subsidiaries nor --------------------- any of the respective officers and directors shall not, (ii) of the Company and its subsidiaries shall, and the Company will cause its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ employees, agents and representatives (“Representatives”including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its subsidiaries) shall notnot to, (A) initiate or solicit, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation consolidation, recapitalization or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basissimilar transaction involving, or (2) 10% any purchase of all or more any significant portion of the assets of of, or any equity interest in, the Company on a consolidated basis, other than the transactions contemplated by this Agreement or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal”)") or, or (B) directly or indirectly participate except to the extent required, following the receipt of advice of counsel, under applicable law for the discharge by the Board of Directors of its fiduciary duties, engage in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, or have any discussions with, any person relating to any Acquisition Proposal, or take any other action to knowingly otherwise facilitate any inquiries effort or the making of any proposal that constitutes, attempt to make or may reasonably be expected to lead to, implement an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons third parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposalof the foregoing. The Company shall (I) promptly (and in will notify Purchaser immediately if any event within one business day after receipt) notify Parent in writing of the receipt of such inquiries or proposals are received by, any Acquisition Proposal (such information is requested from, or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes)sought to be initiated or continued with, if the Company and only to the extent that will promptly request each person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the foregoing clauses (ii) Company to return or (iv), (1) the Board of Directors destroy all confidential information heretofore furnished to such person by or on behalf of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matterCompany. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither LXRT nor any representative of LXRT will, directly or indirectly: (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage encourage, induce or knowingly facilitate the making, submission or announcement of any inquiries Competing Transaction Proposal from any Person other than US Lighting or the making of any proposal or offer with respect to Stockholders (xa “Third Party”) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead toto a Competing Transaction Proposal; (ii) furnish any information regarding LXRT to any Third Party in connection with or in response to a Competing Transaction Proposal or an inquiry or indication of interest; (iii) engage in or continue any discussions or negotiations with any Third Party with respect to any Competing Transaction Proposal; (iv) approve, an Acquisition endorse or recommend any Competing Transaction Proposal. The Company agrees that it will; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Competing Transaction Proposal. (b) Concurrently with the execution of this Agreement, and it will cause its subsidiaries and Representatives to, LXRT shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect Person that relate to any Acquisition Proposal or any potential Acquisition Competing Transaction Proposal. The Company shall ; (Iii) promptly as soon as practicable request each Person that has executed, within twelve (and in any event within one business day after receipt12) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected months prior to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders confidentiality agreement in connection with the making or amendment its consideration of a tender offer possible Competing Transaction Proposal to return or exchange offer) destroy all confidential information relating to LXRT heretofore furnished to such Person by or from making on behalf of LXRT, subject to whatever rights, if any, that such Person has to retain any disclosure such information or avoid any demand for its return or destruction pursuant to the Company’s stockholders as, in the good faith judgment terms of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for between such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement)Person and LXRT; and (iii) prior cause any physical or virtual data room containing any such information to obtaining the Company Requisite Vote, contacting and engaging in discussions with no longer be accessible to or by any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such actionPerson other than US Lighting, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited Stockholder and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsrepresentatives.

Acquisition Proposals. (a) The Company Seller agrees that (i) it none of Seller, the Company nor any of its Subsidiaries, nor any of their respective officers and directors, shall, and that Seller shall use commercially reasonable efforts to cause each of Seller’s, the Company’s and its executive officers and directors shall notSubsidiaries’ employees, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”including any investment banker, attorney or accountant retained by Seller, the Company or its Subsidiaries) not to (and shall not, (Anot authorize any of them to) directly or indirectly, indirectly (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making of making, submission or announcement of, any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or an Acquisition (yas defined below) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (Bii) directly or indirectly participate in any discussions or knowingly encourage any negotiations or discussions concerningregarding, or provide access furnish to its properties, books and records or any confidential Person any nonpublic information or data with respect to, any person relating Acquisition Proposal, (iii) engage in discussions with any Person with respect to or take any other action Acquisition Proposal, except as to knowingly facilitate any inquiries or the making existence of any proposal that constitutesthese provisions, or may reasonably be expected to lead to(iv) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Seller, an Acquisition Proposal. The the Company agrees that it will, and it its Subsidiaries will cause its subsidiaries cease any and Representatives to, immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any persons third parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) , and, promptly (and in any event within one business day after receipt) notify Parent the Closing, will request in writing of the receipt return or destruction of any Acquisition Proposal (or any request for confidential information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect provided to such Acquisition Proposal). Notwithstanding the foregoingthird party, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection accordance with the making or amendment terms of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) third party. For purposes of this AgreementSection 5.1, “Superior ProposalAcquisition” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, following transactions (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view other than the transactions contemplated by this Agreement and Agreement) (i) a merger, consolidation, business combination or similar transaction involving the Company or any Subsidiary, (ii) is reasonably capable a sale or other disposition by the Company of being consummated, including, without limitation, the receipt all or a substantial part of the approvals assets of Corvina Holdings Limitedthe Company, SK Telecom Co.or (iii) the acquisition by any Person or group, Ltd. and Parent directly or their respective affiliates pursuant indirectly, of beneficial ownership or a right to contractual approval acquire beneficial ownership of any shares of capital stock or consent rightsequity interests of the Company.

Acquisition Proposals. (a) The Company agrees that (i) it and Pursuant to the Merger Agreement, none of the Company, its executive subsidiaries, or any of the respective officers and directors shall not, (ii) its subsidiaries and of the Company or its subsidiaries’ executive officers , shall, and directors the Company shall not direct and (iii) it shall use reasonable its best efforts to ensure that cause its and its subsidiaries’ employees, agents and representatives (“Representatives”including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its subsidiaries) shall notnot to, (A) take or cause, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, following actions with any party other than Numico, the transactions contemplated by this Agreement Purchaser or their respective designees: (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (Bi) directly or indirectly solicit, encourage, initiate, participate in or knowingly encourage otherwise facilitate (including by way of furnishing information) any negotiations negotiations, inquiries or discussions concerningwith respect to any offer, indication or proposal to acquire all or more than 15% of the Company's businesses, assets or capital shares whether by merger, consolidation, other business combination, purchase of assets, reorganization, tender or exchange offer or otherwise (each of the foregoing, an "Acquisition Proposal") or (ii) disclose, in connection with an Acquisition Proposal, any information or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposalrecords. The Company agrees also agreed that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any previously existing activities, discussions or negotiations with any persons conducted heretofore parties with respect to any Acquisition Proposal or any potential Acquisition Proposalof the foregoing. The Company shall (I) agreed that it will take the necessary steps to promptly (and inform the individuals or entities referred to in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date first sentence of this Agreement, paragraph of such obligations that it has undertaken. The Company also agreed to promptly request any person which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders may have executed a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders confidentiality agreement in connection with the making or amendment its consideration of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining acquiring the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or and/or any of its subsidiaries to execute) any letter return or destroy all confidential information furnished to such person by or on behalf of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting the Company. If the Company receives an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentationProposal, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board learns that someone intends to solicit tenders of Directors determines, in response Shares or otherwise proposes to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) acquire the Company or a significant portion of its Board of Directors may terminate this Agreement, (B) equity securities or its and its subsidiaries' assets if the Board of Directors of Company's shareholders do not approve the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this AgreementMerger, the Company may enter into or execute any Acquisition Proposal Documentation will promptly notify Numico of that fact and provide Numico promptly, from time to time, with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms all information and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests documents in the Company or more than 50% of the consolidated assets possession of the Company and its subsidiarieslegal or financial advisors regarding the Acquisition Proposal, taken as solicitation of tenders or other proposed transaction. Notwithstanding anything to the contrary referred to in the previous paragraph or elsewhere in the Merger Agreement, the Merger Agreement provides that, prior to the consummation of the Offer the Company may participate in discussions or negotiations with, and furnish nonpublic information and afford access to the properties, books, records, officers, employees and representatives of the Company to, any person, entity or group, if such person, entity or group has delivered to the Company, prior to the consummation of the Offer and in writing, an Acquisition Proposal which the Board reasonably determines in good faith (after consultation with its independent financial advisor) constitutes a wholeproposal, (i) on terms that the Board of Directors of the Company determined which would result in good faith, after consultation with the Company’s outside legal and financial advisors's shareholders receiving per Share consideration which is superior, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than view, to the transactions contemplated by this Agreement and per Share consideration in the Offer, (ii) which is not subject to any financing contingency, (iii)(A) for which financing, to the extent required, has at least the same degree of certainty as Numico's financing (at the time the Board is making such determination), or (B) to the extent financing is not required, is made by a person, entity or group which the Board reasonably capable of being consummateddetermines in its good faith judgment (after consultation with its independent financial advisor) has the financial resources necessary to carry out the transaction, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights(iv) has been publicly disclosed (a "Superior Proposal").

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its executive officers and directors shall notSubsidiaries nor any of the Company’s or any Subsidiary’s officers, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ directors, employees, agents and or representatives (the “Representatives”) shall notshall, (A) directly or indirectly, initiate, solicit, initiate, knowingly encourage or knowingly otherwise facilitate (including without limitation by way of furnishing confidential information or data) any inquiries regarding or the making of any proposal Acquisition Proposal (other than by Parent). The Company further agrees that neither it nor any of its Subsidiaries nor any of the Company’s or offer with respect to (x) a tender offer any Subsidiary’s Representatives shall, directly or exchange offerindirectly, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire engage in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, or have any person discussions with, any Person relating to an Acquisition Proposal or take enter into any definitive agreement, arrangement or understanding with respect to an Acquisition Proposal or requiring it (or conditioned upon requiring it) to abandon, terminate or fail to consummate the Merger or any other action to knowingly facilitate any inquiries transactions contemplated by this Agreement; provided, however, that nothing contained in this Agreement shall prevent the Company or the making Company Board between the date of this Agreement and prior to the date of the Company Meeting from (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement to the extent one has not already been entered into with such Person (and the Company shall enforce and not waive any provision of any proposal confidentiality and/or standstill agreement entered into with any Person); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) and by a majority vote of the entire Company Board that constitutessuch action would be required in order for its directors to comply with their respective fiduciary duties under applicable law, (ii) in each such case referred to in clause (A) or may (B) above, the Company Board also determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably be expected likely to lead toto a Superior Proposal, and (iii) in the case referred to in clause (C) above, (w) the Company Board also determines in good faith (after consultation with its financial advisor) and by a majority of the entire Company Board that such Acquisition Proposal is a Superior Proposal, (x) the Company Board has given Parent five (5) Business Days’ prior written notice of its intention to recommend such Acquisition Proposal to the stockholders of the Company, (y) the Company Board has considered any changes to the Per Share Merger Consideration and to this Agreement (if any) proposed by Parent, and (z) the Company Board has determined in good faith and by a majority vote of the entire Company Board, after consultation with the Company’s outside legal counsel and after consultation with its financial advisor, that such unsolicited proposal remains a Superior Proposal even after the changes proposed by Parent. Any such withdrawal, modification or change of recommendation of the Company Board shall not change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions. A “Superior Proposal” shall be a BONA FIDE Acquisition Proposal for 100% of the outstanding securities of the Company that is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) and the Person making the proposal and, if consummated, is reasonably likely to result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Merger. Nothing contained in this Agreement shall prevent the Company or the Company Board from complying with its disclosure obligations under Rule 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (it being understood that if any such disclosure constitutes or contemplates a withholding, withdrawing, modification, amendment or qualification to the Company Board Recommendation that is adverse to Parent or recommendation of an Acquisition Proposal, the Company shall comply with all provisions of this Section 7.08). The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal Proposals and shall request the return or destruction of all confidential information provided to any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected such parties prior to lead to an Acquisition Proposal) after the date of this Agreement. The Company agrees that it will notify Parent immediately if any inquiries, which notice shall include proposals or offers are received by, any such information is requested from, or any discussions or negotiations are sought to be initiated or continued with, any of its Representatives relating to an Acquisition Proposal (including a summary of material and significant terms and the identity of the person making such Acquisition Proposal and the material terms thereof and (II) other Persons involved). The Company will keep Parent reasonably informed apprised of the status any related developments, discussions and details negotiations (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions (and any amendments or modifications thereto) of this Agreement so that such the Acquisition Proposal ceases to constitute Proposal) on a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the timecurrent basis. The Company will use its best efforts to enforce (and will not waive any provisions of) any confidentiality or similar agreement entered into by it or on its Board of Directors may not terminate this Agreement pursuant behalf by Trident Securities or otherwise relating to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Feea potential Acquisition Proposal. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that (i) it and each of its executive officers Subsidiaries shall, and directors shall not, (ii) direct and use its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use commercially reasonable best efforts to ensure that cause its and its subsidiaries’ officers, directors, employees, agents and other representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations contacts with any persons conducted heretofore Persons that may be ongoing with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any an Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with as hereinafter defined). With respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company any Person or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection Persons with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow whom the Company or any of its subsidiaries Subsidiaries has been discussing any Acquisition Proposal prior to execute) the date hereof, the Company and its Subsidiaries shall promptly following the execution of this Agreement request each such Person who has heretofore entered into a confidentiality agreement with the Company or any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting its Subsidiaries regarding an Acquisition Proposal to return to the Company all confidential information heretofore furnished to such Person or Persons by or on behalf of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than a confidentiality agreement pursuant to Section 6.5(a)in the ordinary course of business) any portion of the assets of, or any equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding communication with respect to the foregoing being an "ACQUISITION PROPOSAL") or participate in any negotiations regarding, or furnish to any other provision Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek any of this Section 6.5 to the contraryforegoing; PROVIDED, ifHOWEVER, that, at any time prior to obtaining the purchase of Shares by Acquisition Sub pursuant to the Offer, the Company Requisite Votemay furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the Company’s date of this Agreement if the Board by majority vote determines in good faith (i) after consultation with and receipt of Directors determinesadvice from its outside legal counsel, in response that failing to an take such action may reasonably be determined to constitute a breach of the fiduciary duties of the Board under applicable law, (ii) that commitments (financing and other) of substantially the same sufficiency and firmness as those then obtained by Purchaser have been obtained with respect to such Acquisition Proposal that was unsolicited the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and that did not otherwise result from a material breach of Section 6.5(a), (iii) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to prevent consummation. In connection with the Acquisition Proposal of a Superior Proposalparty that satisfies the criteria set forth in the proviso to the preceding sentence, (A) the Company or its Board of Directors may terminate this Agreementwill enter into a confidentiality agreement with such party, (B) the Board of Directors of which confidentiality agreement shall have terms and conditions that will be no less favorable to the Company may approve or recommend such Superior Proposal than the terms and provisions relating to its stockholders and/or confidentiality contained in that certain Letter Agreement dated April 25, 2000 by and between the Company and Purchaser. (Cb) concurrently with From and after the termination execution of this Agreement, the Company may enter into shall promptly give Purchaser written notice of the receipt, directly or execute indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify (including the material terms thereof and conditions the identity of the other party or parties involved) and furnish to Purchaser as soon as reasonably practicable and in any event no later than 48 hours after such Superior Proposal and identify receipt an accurate description of all material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) of any such written proposal. The Company shall promptly provide to Purchaser any non-public information regarding the person making such Superior ProposalCompany provided to any other party, which information was not previously provided to Purchaser. During such three business day periodIn addition, the Company shall provide an opportunity for Parent promptly advise Purchaser, in writing, if the Board shall make any determination as to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made as contemplated by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable proviso to the Company’s stockholders from a financial point first sentence of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsSECTION 6.

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors From the date hereof until the sixty (60) day anniversary of the date hereof (the “Non-Solicitation Period”), the Company shall not, (ii) and shall cause its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall notRepresentatives not to, (A) directly or indirectly, (i) initiate, solicit, initiateknowingly encourage, knowingly encourage induce or knowingly facilitate any inquiries or (including by providing non-public information relating to the Company and its subsidiaries) the making of any proposal Acquisition Proposal or offer with respect to (x) a tender any inquiry, offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries that would reasonably be expected to lead to an Acquisition Proposal or (yii) any proposal engage or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly otherwise participate in or knowingly encourage any negotiations or discussions (other than, in response to a bona fide Acquisition Proposal or other inquiry, offer or proposal after the date hereof that was not initiated, solicited, encouraged or facilitated in, and did not otherwise result from a, material violation of this Section 6.1(b), contacting such Person and its advisors for the purpose of clarifying the material terms of any such Acquisition Proposal or inquiry, offer or proposal and the likelihood and timing of consummation thereof) concerning, or provide access to its properties, books and records or any confidential or nonpublic information or data to, any person Person in connection with, relating to or take any other action to knowingly facilitate any inquiries for the purpose of encouraging or the making of any proposal that constitutes, or may reasonably be expected to lead to, facilitating an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (inquiry, offer or any request for information or other inquiry proposal that may would reasonably be expected to lead to an Acquisition Proposal, and the Company shall not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be a breach of this Section 6.1(b) after by the date of Company. (ii) Notwithstanding anything to the contrary in this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement herein shall prevent the Company or its the Company Board of Directors from: from (i1) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer, in each case, to the extent legally required) or from making any other disclosure to the Company’s stockholders asstockholders, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii2) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing any confidential or non-public information or data (A) during the Non-Solicitation Period, in response to a request therefor by a person Person or group who has made an unsolicited a bona fide Acquisition Proposal if after the Board date hereof and was not initiated, solicited, encouraged or facilitated in, and did not otherwise result from a, material violation of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this AgreementSection 6.1(b); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to(B) following the Non-Solicitation Period, a Superior Proposal; and without limitation or (iv3) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person Person and its Representatives (A) during the Non-Solicitation Period, who has made an unsolicited a bona fide Acquisition Proposal (which negotiations after the date hereof and was not initiated, solicited, encouraged or discussions are facilitated in, and did not solely for clarification purposes)otherwise result from a, if and only to the extent that in connection with the foregoing clauses (iimaterial violation of this Section 6.1(b) or (ivB) following the Non-Solicitation Period, without limitation, if, in the case of each of (1), (12) or (3), during the Board of Directors of Non-Solicitation Period, the Company Board shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor thatcounsel, (x) that the failure to take such Acquisition Proposal constitutes, action or is make such disclosure would be reasonably likely to lead tobe inconsistent with the Company Board’s fiduciary duties under applicable Law or following the Non-Solicitation Period, without limitation. (iii) Notwithstanding anything in this Agreement to the contrary, if, at any time during the Non-Solicitation Period the Company Board determines in good faith, after consultation with its outside legal counsel, in response to a Superior Proposalbona fide Acquisition Proposal that was made after the date hereof and was not initiated, solicited, encouraged or facilitated in, and (y) did not otherwise result from a, material violation of this Section 6.1(b), that the failure to take such action would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable Law and (2) prior to taking such actionLaw, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of or the Company nor any committee thereof shall Board may (iand may resolve or agree to) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, enter into a definitive merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar written agreement constituting an relating to any Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, an “Alternative Acquisition Proposal DocumentationAgreement”). Notwithstanding , subject to clauses (iv) and (v) below. (iv) During the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite VoteNon-Solicitation Period, the Company’s Board terms of Directors determinesany Alternative Acquisition Agreement, and following the Non-Solicitation Period until the end of the Transition Period (as defined in response the Transition Services Agreement), any definitive agreement relating to an Acquisition Proposal Proposal, in each case shall provide that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that the Person or group making such Acquisition Proposal is a Superior Proposalshall, upon consummation of such agreement, assume (Aincluding by operation of Law, if applicable) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors any remaining obligations of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of under this Agreement, the Transition Services Agreement and the Transitional Trademark License Agreement. (v) The Company may will not be entitled to enter into an Alternative Acquisition Agreement or execute any a definitive agreement relating to an Acquisition Proposal Documentation with respect Proposal, in each case prior to such Superior Proposal; provided, that the Closing unless the Company may only take such actions at delivers to Parent a time that is after the third business day following Parent’s receipt of written notice (a “Company Notice”), advising Parent that the Company Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify proposes to take such action and containing the material terms and conditions of the Acquisition Proposal that are reasonably relevant to Parent (including the identity of the party making such Superior Acquisition Proposal and identify copies of the person making portions of any written proposals or offers, including proposed agreements that are reasonably relevant to Parent) during the period starting on the fifth (5th) Business Day prior to, and ending on the first (1st) Business Day following the execution of any such Superior Alternative Acquisition Agreement or definitive agreement relating to an Acquisition Proposal. During such three business day period, as applicable (the “Notice Period”). (vi) The Company agrees to notify Parent promptly if it determines during the Notice Period not to enter into the Alternative Acquisition Agreement referred to in the Company shall provide an opportunity for Parent Notice. Any amendment to propose such adjustments the financial terms or any other material amendment to the terms and conditions of a proposed Alternative Acquisition Agreement that are reasonably relevant to Parent will be deemed to be a new proposal or proposed Alternative Acquisition Agreement for purposes of this Agreement so that such Acquisition Proposal ceases to constitute Section 6.1(b) requiring a Superior Proposalnew Company Notice and an additional Notice Period; provided, however, that such additional Notice Period shall expire at 11:59 p.m., New York City time, on the second (2nd) Business Day immediately following the day on which the Company delivers such new Company Notice (it being understood and agreed that in no event shall any such proposed adjustment shall additional two (2) Business Day Notice Period be at deemed to shorten the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(binitial Notice Period), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (cvii) For purposes of this Agreement, “Superior Acquisition Proposal” shall mean means any Acquisition Proposal made by proposal or offer (including a third party for more tender offer or exchange offer) from any Person or group of Persons (other than 50% of the outstanding equity interests in Parent or Merger Sub) relating to (A) any merger, consolidation, dissolution, liquidation, recapitalization, reorganization, share exchange, business combination, purchase, or similar transaction with respect to the Company or more than 50% (B) any direct or indirect acquisition or purchase, in one transaction or a series of related transactions, of assets (including equity securities of any subsidiary of the Company) or businesses that constitute all or substantially all of the consolidated revenues, net income or assets of the Company and its subsidiaries, taken as a whole, (i) on terms that after taking into account the Board effect of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and Agreement, or fifty percent (ii50%) is reasonably capable of being consummated, including, without limitation, the receipt or more of the approvals total voting power of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsthe equity securities of the Company.

Acquisition Proposals. (a) The Company agrees that None of Parent or any of its Subsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, employees, advisors, agents, representatives or other intermediaries), nor shall (directly or indirectly) any of Parent or any of its Subsidiaries authorize or permit any of its or their officers, directors, agents, representatives, advisors or Subsidiaries to, (i) solicit, initiate or take any action to facilitate or encourage the submission of inquiries, proposals or offers from any Person relating to any Acquisition Proposal, or agree to or endorse any Acquisition Proposal; (ii) enter into any agreement to (x) facilitate or further the consummation of, or consummate, any Acquisition Proposal, (y) approve or endorse any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it and to abandon, terminate or fail to consummate the Merger; (iii) enter into or participate in any discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, or furnish to any Person any information with respect to its executive officers and directors shall notbusiness, properties or assets in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal; or (iv) agree to resolve or take any of the actions prohibited by clauses (i), (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and or (iii) it of this sentence. Parent shall use reasonable best efforts to ensure that immediately cease, and cause its and its subsidiaries’ advisors, agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect other intermediaries to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data toimmediately cease, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt foregoing and shall demand the return or destruction of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) provided from and after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments September 2006 with respect to such Acquisition Proposal)activities, discussion or negotiations. Notwithstanding For purposes of this Section 7.5, the foregoingterm “Person” means any person, nothing contained corporation, entity or “group,” as defined in this Agreement shall prevent the Company or its Board Section 13(d) of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders asAct, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow other than the Company or any Subsidiaries of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Subject to Section 7.4(b), none of the Company agrees that or any of its Subsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), nor shall (directly or indirectly) the Company authorize or permit any of its or their controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries to: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person (other than Parent) relating to any Company Acquisition Proposal, or agree to or endorse any Company Acquisition Proposal; (ii) enter into any agreement to (x) consummate any Company Acquisition Proposal, (y) approve or endorse any Company Acquisition Proposal or (z) in connection with any Company Acquisition Proposal, require it and to abandon, terminate or fail to consummate the Amalgamation; (iii) enter into or participate in any discussions or negotiations in connection with any Company Acquisition Proposal or inquiry with respect to any Company Acquisition Proposal, or furnish to any Person any non-public information with respect to its executive officers and directors shall notbusiness, properties or assets in connection with any Company Acquisition Proposal; or (iv) agree to resolve to take, or take, any of the actions prohibited by clause (i), (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and or (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposalsentence. The Company agrees that it willshall immediately cease, and it will cause its subsidiaries representatives, advisors and Representatives toother intermediaries to immediately cease, immediately cease any and cause to be terminated any all existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposalof the foregoing. The Company shall (I) promptly (inform its representatives and in any event within one business day after receipt) notify Parent in writing advisors of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date Company’s obligations under this Section 7.4. Any violation of this Agreement, which notice shall include the identity Section 7.4 by any representative of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company Subsidiaries shall be deemed to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision breach of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, 7.4 by the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this AgreementSection 7.4, the term “Superior ProposalPerson” shall mean means any Acquisition Proposal made by a third party for more than 50% person, corporation, entity or “group,” as defined in Section 13(d) of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiariesExchange Act, taken as a wholeother than, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable respect to the Company’s stockholders from a financial point , Parent or any Subsidiaries of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummatedParent and, including, without limitationwith respect to Parent, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsCompany.

Acquisition Proposals. (a) The Except as expressly permitted by this Section 5.4, until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, the Company agrees that (i) it and its executive officers and directors Subsidiaries shall not, (ii) and the Company shall cause its subsidiaries directors, officers, affiliates, employees, investment bankers, attorneys, accountants and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ other advisors, agents and or representatives (collectively, “Representatives”) shall notnot to, (Ai) directly or indirectly, solicit, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, concerning the Company or its Subsidiaries to any person Person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives toor (iii) enter into any acquisition agreement, immediately cease and cause merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any an Acquisition Proposal or (an “Alternative Acquisition Agreement”). (b) Notwithstanding anything to the contrary contained herein, at any potential time prior to the Closing, if the Company receives an Acquisition Proposal. The Proposal from any Person, the Company shall (I) promptly (and in any event within one business day after receipt24 hours) notify Parent in writing of the receipt Acquisition Proposal, specifying the third party making, and details of the material terms and conditions of, any such Acquisition Proposal, and the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and (i) the Company and its Representatives may provide information (including any non-public information) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to such Person pursuant to an executed confidentiality agreement containing terms as to confidentiality that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub, and (ii) the Company and its Representatives may engage in, enter into, continue or otherwise participate in any discussions or negotiations with such Person with respect to such Acquisition Proposal, if and only to the extent that prior to taking any action described in clauses (i) or (ii) above, the Company Board determines in good faith that such Acquisition Proposal (either constitutes a Superior Proposal or any request for information or other inquiry that may would reasonably be expected to lead result in a Superior Proposal. The Company shall keep Parent fully informed, on a substantially current basis, of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (c) Except as set forth in this Section 5.4(c), the Company Board shall not (i) change, withhold, withdraw, qualify or modify (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Recommendation, (ii) fail to include the Company Recommendation in the Company Circular, (iii) approve or recommend, or publicly propose to approve or recommend to the shareholders of the Company, an Acquisition Proposal or (iv) if a tender offer or exchange offer for shares of capital stock of the Company that constitutes an Acquisition Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the Company shareholders (including, for these purposes, by disclosing that it is taking no position with respect to the acceptance of such tender offer or exchange offer by its shareholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days after commencement, (any of the foregoing, a “Change of Recommendation”), or authorize, adopt, approve or propose to authorize, adopt, approve, an Acquisition Proposal, or cause or permit the Company to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may (A) effect a Change of Recommendation if the Company Board determines in good faith (after consultation with its outside legal counsel) that, as a result of a development or change in circumstances (not including any developments or changes in circumstances arising out of the entry into of any new, or modification, amendment or extension to or of any existing, customer agreement of the Company or a Subsidiary) that occurs or arises after the date execution and delivery of this AgreementAgreement (other than a Superior Proposal) that was not known to the Company Board or any of the individuals listed on Section 8.15(b) of the Company Disclosure Letter prior to the execution and delivery of this Agreement (an “Intervening Event”) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law or (B) if the Company receives an Acquisition Proposal that the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal, terminate this Agreement pursuant to Section 7.3(b) and enter into, the Alternative Acquisition Agreement associated with such Superior Proposal; provided, however, that the Company Board may only take the actions described in the foregoing clause (B) if: (1) the Company shall have provided prior written notice to Parent of the Company Board’s intention to take such actions at least three (3) Business Days in advance of taking such action (or two (2) Business Days in the case of any modifications or proposed modifications as to price and other material terms of a Superior Proposal that is the subject of a prior notification under this clause), which notice shall include specify, as applicable, the material terms of the Acquisition Proposal received by the Company that could reasonably result in a Superior Proposal, including a copy of the relevant proposed transaction agreements with, and the identity of of, the person party making such the Acquisition Proposal and the other material terms thereof and (II) keep Parent reasonably informed of the status and details documents (including any material developments financing commitments with respect to such Acquisition Proposal). Notwithstanding ; (2) after providing such notice and prior to taking such actions, the foregoingCompany shall have, nothing and shall have caused its Representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) during such three (3) Business Day or two (2) Business Day period, as the case may be, to make such adjustments in the terms and conditions of this Agreement so that the Acquisition Proposal would no longer meet the definition of a Superior Proposal; (3) the Company Board shall have considered in good faith any changes to this Agreement or other arrangements that may be offered in writing by Parent by 5:00 PM Eastern Time on the last Business Day of such three (3) Business Day or two (2) Business Day period, as the case may be, and shall have determined in good faith (x) with respect to the actions described in clause (A) of this Section 5.4(c), after consultation with outside counsel, that it would continue to be inconsistent with the directors’ fiduciary duties under applicable Law not to effect the Change of Recommendation and (y) with respect to the actions described in clause (B) of this Section 5.4(c), after consultation with outside counsel and its financial advisors, that the Acquisition Proposal received by the Company would continue to constitute a Superior Proposal, in each case, if such changes offered in writing by Parent were given effect; and (4) the Company pays the Company Termination Fee in accordance with procedures set forth in Section 7.6. (d) Nothing contained in this Agreement Section 5.4 shall prevent be deemed to prohibit the Company, the Company Board or its any other committee of the Company Board of Directors from: from (i) complying with its disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal, including taking and disclosing to its stockholders shareholders a position contemplated by Rule 14d-9 and or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposesshareholders), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or making any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 stop-look-and-listen” communication to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors shareholders of the Company may approve under the Exchange Act (or recommend such Superior Proposal any similar communications to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors shareholders of the Company has received Company) provided that such communication only contains the information set forth in Rule 14d-9(f) within ten (10) Business Days after commencement of any such tender offer. Actions permitted under this Section 5.4(d) shall not be a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity basis for Parent or Merger Sub to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b7.3(a), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (ce) For purposes of As used in this Agreement, “Superior Acquisition Proposal” shall mean any Acquisition Proposal inquiry, proposal or offer made by any Person for (i) a third party for merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company, (ii) the direct or indirect acquisition by any Person of fifteen percent (15%) or more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiariesSubsidiaries, taken as on a wholeconsolidated basis, or (iiii) on terms that the Board direct or indirect acquisition by any Person of Directors fifteen percent (15%) or more of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors voting power of the outstanding Company considers to be appropriate Common Shares, including any tender offer or exchange offer that if consummated would result in any Person beneficially owning Company Common Shares with fifteen percent (including the conditionality and the timing and likelihood of consummation of such proposal), are 15%) or more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals voting power of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsthe outstanding Company Common Shares.

Acquisition Proposals. (a) The From and after the date of this Agreement until the earlier of the Effective Date or the consummation of the Offer, except as provided below, the Company agrees that (ia) it neither the Company nor its Subsidiaries shall, and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors the Company shall not and (iii) it shall use reasonable best efforts to ensure that authorize or permit its and its subsidiaries’ officers, directors, employees, agents and or representatives (“Representatives”including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall notto, (A) initiate, solicit or knowingly encourage, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making or implementation of any proposal or offer with respect to (x) a tender offer or exchange offerincluding, proposal for a mergerwithout limitation, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in its stockholders) with respect to a merger, acquisition, consolidation, tender offer, exchange offer or similar transaction involving, or any manner (1) 10% purchase of all or more any significant portion of the assets or any significant portion of the equity interests securities (measured by economic or voting powerexcluding any issuable pursuant to agreement existing on the date hereof) in of, the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement its Subsidiaries (any such proposal or offer offer, other than by the Parent or its affiliates, being hereinafter referred to as an “"Acquisition Proposal”), ") or (B) directly or indirectly participate engage in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, or take any other action to otherwise knowingly facilitate any inquiries effort or the making of any proposal that constitutes, attempt to make or may reasonably be expected to lead to, implement an Acquisition Proposal. The Company agrees that it will, and ; (b) it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any of the foregoing; and (c) it will notify the Parent immediately (but in no event later than 24 hours) if any such Acquisition Proposal Proposals are received by the Company, any such information is requested from the Company, or any potential Acquisition Proposalsuch negotiations or discussions are sought to be initiated or continued with the Company. The Company shall Any such notice pursuant to clause (Ic) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice previous sentence shall include the identity of the person party making such the Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal)proposal. Notwithstanding the foregoing, nothing contained in this Agreement Section 5.8 shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) prohibit the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall from (i) recommend, adopt furnishing information to or approve, entering into discussions or propose publicly to recommend, adopt or approvenegotiations with, any Acquisition person or entity that indicates an interest in making a Superior Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(ahereinafter defined)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior and only to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposalextent that, (A) the Company or its Board of Directors may terminate this Agreement, reasonably determines in good faith after consultation with outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to its stockholders under applicable law and (B) the Board of Directors Company keeps the Parent informed of the status and terms of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. If any person or entity makes a Superior Proposal, upon receipt and determination thereof, the Company may approve or recommend shall promptly (but in no event later than 24 hours after determination) provide written notice (a "Notice of a Superior Proposal") to the Parent of such Superior Proposal to its stockholders and/or (C) concurrently with Proposal, including the termination identity of the parties and the terms thereof. For purposes of this Agreement, the Company may enter into or execute any "Superior Proposal" means an unsolicited bona fide Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at by a time that is after the third business day following Parent’s receipt of written notice advising Parent party in writing that the Board of Directors of the Company has received determines in its good faith reasonable judgment (based on the advice of a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(bnationally recognized investment banking firm) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable provides greater aggregate value to the Company’s 's stockholders from a financial point of view than the transactions contemplated by this Agreement and for which any required financing is committed or which, in the good faith reasonable judgment of the Board of Directors (ii) based on the advice of a nationally recognized investment banking firm), is reasonably capable of being consummatedfinanced by such third party. Nothing in this Section 5.8 shall (x) permit the Company to terminate this Agreement, including(y) permit the Company to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement, without limitation, the receipt or (z) affect any other obligation of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsany party under this Agreement.

Acquisition Proposals. Prior to the Effective Time, each Seller agrees that: (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicitthrough any of its officers, directors, employees or agents or representatives (including any investment banker, attorney or accountant) retained by it, and it shall not authorize or permit its officers, directors, employees or agents or representatives (including any investment banker, attorney or accountant) retained by it to, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries or the making or implementation of any proposal Acquisition Proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire engage in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, concerning or provide access to its properties, books and records or any confidential information or data to, or have any discussions with, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that , or otherwise facilitate any efforts to attempt to make or implement an Acquisition Proposal; (b) it will, and it will cause its subsidiaries and Representatives to, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal and shall take the necessary steps to inform its officers, directors, employees or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (agents or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details representatives (including any material developments with respect to such Acquisition Proposal). Notwithstanding investment banker, attorney or accountant) retained by it of the foregoing, nothing contained obligations undertaken in this Agreement Section 7.2; and (c) it shall prevent notify the Company immediately if it receives any such inquiries or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (proposals, or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except requests for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal isinformation, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in if any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which such negotiations or discussions are not solely for clarification purposes), if and only sought to the extent that in connection be initiated or continued with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposalit; provided, however, that nothing contained in this Section 7.2: (i) shall prohibit the general partner of any ▇▇▇▇▇▇ Partnership from furnishing information to or entering into discussions or negotiations with, any person that makes an unsolicited Acquisition Proposal for such ▇▇▇▇▇▇ Partnership, if, and only to the extent that, (A) such general partner determines in good faith that such unsolicited Acquisition Proposal could result in a Superior Acquisition Proposal and that such action is required for such general partner to comply with its duties to its limited partners imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such general partner provides written notice to the Company to the effect that it is furnishing information to, or entering into discussions with, such person and (C) (1) subject to clause (2) below, such general partner keeps the Company informed of the status (not the terms) of any such proposed adjustment shall be at discussions or negotiations and (2) such general partner complies with the discretion last sentence of Parent at the time. The Company Section 9.3(b) hereof; or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b(ii) pays to the Parent extent applicable, shall prohibit the Company Termination Fee. (c) For purposes general partner of any ▇▇▇▇▇▇ Partnership from taking and disclosing to the limited partners of such ▇▇▇▇▇▇ Partnership a position, with respect to such ▇▇▇▇▇▇ Partnership, contemplated by Rules 14d-9 and 14e-2 under the Exchange Act with regard to an Acquisition Proposal for such ▇▇▇▇▇▇ Partnership; provided further, however, that the general partner of any ▇▇▇▇▇▇ Partnership may approve and recommend a Superior Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% the Merger in respect of such ▇▇▇▇▇▇ Partnership, the MPLP Contributions with respect to such ▇▇▇▇▇▇ Partnership, the appointment of the outstanding equity interests applicable New GP LLC as the successor general partner of such ▇▇▇▇▇▇ Partnership and the other transactions contemplated by this Agreement, prior to the approval by the holders of LP Interests of such ▇▇▇▇▇▇ Partnership of this Agreement, the Merger in respect of such ▇▇▇▇▇▇ Partnership, the Company or more than 50% MPLP Contributions with respect to such ▇▇▇▇▇▇ Partnership, the appointment of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors applicable New GP LLC as the Board successor general partner of Directors of the Company considers to be appropriate (including the conditionality such ▇▇▇▇▇▇ Partnerships and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the other transactions contemplated by this Agreement and at the ▇▇▇▇▇▇ Limited Partner Meeting (iior any adjournment thereof) is reasonably capable of being consummated, including, without limitation, such ▇▇▇▇▇▇ Partnership. Any disclosure that the general partner of any ▇▇▇▇▇▇ Partnership may be compelled to make with respect to the receipt of an Acquisition Proposal for such ▇▇▇▇▇▇ Partnership in order to comply with its duties to its limited partners or that the approvals general partner of Corvina Holdings Limitedany ▇▇▇▇▇▇ Partnership may be compelled to make in order to comply with Rule 14d-9 or 14e-2, SK Telecom Co.shall not constitute a violation of this Section 7.2, Ltd. and Parent provided that such disclosure states that no action shall be taken by such general partner with respect to the withdrawal of its recommendation of the transactions contemplated hereby or their respective affiliates pursuant to contractual the approval or consent rightsrecommendation of any Acquisition Proposal except in accordance with this Section 7.2.

Acquisition Proposals. (a) The Company agrees that shall not, and shall cause its directors and officers not to, and shall instruct its Representatives not to: (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectlyindirectly initiate, solicit, initiate, or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer with respect to (x) a tender offer that constitutes or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, an to any Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to(ii) directly or indirectly engage in, immediately cease and cause to be terminated enter into or participate in any existing activities, discussions or negotiations with any persons conducted heretofore Person with respect to any Acquisition Proposal or (iii) provide any potential non-public information to, or afford access to the business, properties, assets, books or records of the Company and its Subsidiary to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal. The Company shall and shall cause its directors and officers to, and shall direct its Representatives to, (Ix) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal, (y) request in writing the prompt return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiary to any such Person and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Notwithstanding the foregoing, the Company and its Representatives may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 6.3(a), (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely if and to the extent necessary to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made or, to the Knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3. (b) Notwithstanding Section 6.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the Acceptance Time, (i) the Company has received a written Acquisition Proposal that did not, directly or indirectly, result from a material breach of Section 6.3(a) and (ii) the Company Board or a committee thereof determines in good faith, after consultation with outside counsel and a financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal, then the Company may (A) furnish information with respect to the Company to the Person making such Acquisition Proposal and its Representatives and (B) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal; provided that the Company may only take the actions described in clauses (A) or (B) above if the Company Board determines in good faith, after consultation with outside counsel, that the failure to take any such action would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under applicable Law; provided, further, that (1) the Company shall not, and shall instruct its Representatives not to, disclose any material non-public information to such Person unless the Company has, or first enters into, a confidentiality agreement with such Person with terms governing confidentiality that, taken as a whole, are not materially less restrictive or materially more favorable to the other Person than those contained in the Confidentiality Agreement, and does not prohibit the Company from providing any information to Parent in accordance with this Section 6.3 or otherwise prohibit the Company from complying with its obligations under this Section 6.3, and (2) the Company shall, concurrently therewith or as promptly (as reasonably practicable thereafter, and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of Business Day, provide or make available to Parent any material non-public information concerning the Company provided or made available to such other Person that was not previously provided or made available to Parent and Purchaser. The Company shall have determined not, directly or indirectly, release any Person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company is a party; provided that if the Company Board determines in good faith, after consultation with its outside legal counsel and its financial advisor thatcounsel, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such actionLaw, the Company may waive any such standstill provision solely to the extent necessary to permit the applicable Person (if such Person has not been solicited in breach of this Section 6.3) to make, on a confidential basis to the Company Board, an Acquisition Proposal, conditioned upon such Person agreeing that the Company shall provide written notice not be prohibited from providing any information to Parent of (including regarding any such matterAcquisition Proposal) in accordance with, and otherwise complying with, this Section 6.3. (bc) Neither the Board of Directors The Company shall promptly (and in any event within one (1) Business Day) notify Parent in writing (email being acceptable) of the receipt by the Company nor of any committee thereof Acquisition Proposal, inquiry, request for information or other indication by any Person that it is considering making an Acquisition Proposal. The Company shall (i) provide Parent promptly (and in any event within such one (1) Business Day period) the material terms and conditions of any such inquiry or Acquisition Proposal (including any subsequent amendments, modifications or supplements thereto), together with copies of all material written proposals or offers related thereto, and the identity of the Person making any such inquiry or Acquisition Proposal and (ii) keep Parent reasonably informed of any material developments regarding any Acquisition Proposal (including any changes to the material terms thereof). (d) The Company Board and each committee thereof shall not, subject to the terms and conditions of this Agreement, (i) approve or recommend, adopt or approve, or propose publicly to approve or recommend, adopt or approveauthorize, any Acquisition Proposal cause or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow permit the Company or any of its subsidiaries to execute) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option license agreement, merger agreement, joint venture agreement, partnership agreement, collaboration agreement, revenue-sharing agreement or other similar definitive agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant referred to and entered into in compliance with Section 6.5(a6.3(b)) (relating to, or that would reasonably be expected to lead to, any such documentation, “Acquisition Proposal Documentation(an “Alternative Acquisition Agreement”). ) or (ii) make a Change of Board Recommendation. (e) Notwithstanding the foregoing Section 6.3(d) or any other provision of this Section 6.5 Agreement, prior to the contrary, if, at any time prior to obtaining Acceptance Time: (i) the Company Requisite Vote, may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company’s Board of Directors determines, in response to Company receives an Acquisition Proposal that was unsolicited and that did not otherwise not, directly or indirectly, result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A6.3(a) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, and that the Company may only take such actions at Board or a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and that the failure to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period; (ii) the Company Board or a committee thereof may make a Change of Board Recommendation if (A) the Company receives an Acquisition Proposal that did not, directly or indirectly, result from a material breach of Section 6.3(a), and the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, that the Acquisition Proposal constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (C) no earlier than the end of the Notice Period, the Company Board or a committee thereof determines in good faith that the failure to make a Change of Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law and that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period; and (iii) other than in connection with an Acquisition Proposal, the Company Board or a committee thereof may make a Change of Board Recommendation in response to an Intervening Event if (A) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (B) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith, after consultation with outside counsel and considering the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period, that the failure to effect a Change of Board Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (iv) The provisions of this Section 6.3(e) apply to any amendment to the financial or other material terms of any applicable Superior Proposal with respect to Section 6.3(e)(i) and Section 6.3(e)(ii) and require a revised Determination Notice and a new Notice Period pursuant to clause (i)(C) or (ii)(C) as the case may be. During the Notice Period, if requested by Parent, the Company shall negotiate in good faith with Parent regarding potential changes to this Agreement in such a manner that would eliminate the need for taking the actions set forth in Section 6.3(e)(i) and Section 6.3(e)(ii) (and in respect of a Superior Proposal, would cause such Superior Proposal to no longer constitute a Superior Proposal). (f) Nothing contained in this Agreement prohibits (i) the Company Board or a committee thereof from (A) taking and disclosing to the holders of Shares a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any public statement if the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, that the failure to make such statement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or (ii) the Company or the Company Board from making any disclosure required under the Exchange Act; provided that any such action that would otherwise constitute a Change of Board Recommendation shall be made only in compliance with Section 6.3(d) and Section 6.3(e) (it being understood that: (x) any “stop, look and listen” letter or similar communication limited to the information described in Rule 14d-9(f) under the Exchange Act and (y) any disclosure of information to the holders of Shares that only describes the Company’s outside legal receipt of an Acquisition Proposal and financial advisorsthe operation of this Agreement with respect thereto and contains a statement that the Company Board has not effected a Change of Board Recommendation, in each case, shall be deemed not to be a Change of Board Recommendation). (g) The Company acknowledges and considering such factors as agrees that, for purposes of determining whether a breach of this Section 6.3 has occurred, the Board actions of Directors the Company’s directors and Representatives acting in their authorized capacities on behalf of the Company considers shall be deemed to be appropriate (including the conditionality actions of the Company, and the timing Company shall be responsible for any breach of this Section 6.3 by its directors and likelihood Representatives acting in their authorized capacities on behalf of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more Each of the equity interests (measured by economic or voting power) in Companies, the Company on a consolidated basis--------------------- Kapadias and the Shareholder covenant and agree that, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books from and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include Agreement and until the identity earlier to occur of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed termination of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding Agreement or the foregoingClosing, nothing contained in this Agreement none of them shall prevent the Company directly or its Board of Directors from: indirectly (i) taking and disclosing take any action to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (solicit, initiate or encourage any similar communication to stockholders in connection with the making Company Acquisition Proposal or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior engage in negotiations with, or disclose any nonpublic information relating to obtaining either of the Company Requisite Vote, providing Companies or the Business or afford access to its the properties, books and or records and providing information of either of the Companies or data in response the Business to any person or entity that may be considering making, or has made, a request therefor by Company Acquisition Proposal. Each of the Companies, the Kapadias or the Shareholder, as the case may be, shall promptly notify the Purchaser after receipt of a person who has made an unsolicited bona fide Company Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with or any indication that any person who has made an unsolicited bona fide or entity is considering making a Company Acquisition Proposal solely or any request for nonpublic information relating to either of the purpose Companies or the Business or for access to the properties, books or records of clarifying such Acquisition Proposal and either of the Companies or the Business by any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal isperson or entity that may be considering making, or may reasonably be expected to lead tohas made, a Superior Company Acquisition Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither The Issuer and the Board of Directors of Purchaser covenant and agree that, from and after the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision date of this Section 6.5 Agreement and until the earlier to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board occur of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this AgreementAgreement or the Closing, neither they nor any subsidiary or representative of either will, directly or indirectly, initiate any proposal or make any offer, or enter into any agreement or understanding (written or oral), concerning the Company may purchase (whether by merger, purchase of capital stock or purchase of businesses and/or assets) by either of them of another entity (other than the Companies) or negotiate or enter into or execute entertain discussions with any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that person or entity (other than the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day periodCompanies, the Company shall provide an opportunity for Parent to propose such adjustments to Shareholder and the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that Kapadias) concerning any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Feepurchase. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors Seller shall not, (ii) its subsidiaries and its subsidiaries’ executive officers shall cause each Acquired Company and directors shall not each of Seller’s and (iii) it shall use reasonable best efforts to ensure that its such Acquired Company’s respective directors, officers, employees, agents, consultants, advisors, or other representatives, including legal counsel, accountants and its subsidiaries’ agents and representatives financial advisors (“Representatives”) shall notnot to, (A) directly or indirectly, solicit, initiate, knowingly encourage encourage, or knowingly facilitate otherwise facilitate, any inquiries or the making of any proposal proposals or offer with respect to (x) a tender offer offers from, discuss or exchange offernegotiate with, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) provide any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, or consider the merits of any person inquiries, proposals or offers from any third party (other than Purchaser) relating to any transaction involving the sale of the UCI Businesses (in whole or take in part) or any other action to knowingly facilitate any inquiries or the making of any proposal that constitutesmerger, consolidation, business combination, or may reasonably be expected similar transaction involving any of the Acquired Companies, or enter into any agreement, memorandum, letter of intent or similar oral or written understanding with respect to lead to, an Acquisition Proposalthe foregoing. The Company agrees that it willSeller shall, and it will shall cause its subsidiaries each Acquired Company and each of Seller’s and such Acquired Company’s respective Representatives to, immediately immediately, upon the execution of this Agreement, cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal of the foregoing. Seller shall, and shall cause each of the Acquired Companies to, promptly notify Purchaser if any such inquiries, proposals or offers that are received by or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (such information that is requested from or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes)sought to be initiated or continued with or about the Acquired Companies or the UCI Businesses, if and only shall promptly upon execution of this Agreement request each Person that may have received any confidential information relating to the extent UCI Businesses or that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the foregoing clauses Acquired Companies and the UCI Businesses to promptly return or destroy (ii) or (iv), (1) the Board of Directors and certify such destruction for and on behalf of the Company shall have determined Acquired Companies) all confidential information heretofore furnished to such Person by or on behalf of the Acquired Companies or the UCI Businesses in good faith, after consultation accordance with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent terms of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a(if applicable)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that shall not, and shall cause its subsidiaries, directors, officers, and employees not to, and shall direct and use its reasonable best efforts to cause the attorneys, investment bankers and other advisors or representatives (collectively, “Representatives”) of the Company and its subsidiaries not to, directly or indirectly, (i) it and its executive officers and directors shall notinitiate, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries with respect to, or the making of, any Acquisition Proposal or any offer or proposal that could reasonably be expected to lead to an Acquisition Proposal, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall notengage, (A) directly continue or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly otherwise participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person Person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (offer or any request for information or other inquiry proposal that may could reasonably be expected to lead to an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Acquisition Proposal, and the Company shall not resolve or agree to do any of the foregoing. The Company shall immediately cease any solicitations, discussions or negotiations or other activities with any Person (other than the Parties) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the Parties) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof. The Company shall promptly (and in any event within 24 hours of the Company obtaining knowledge thereof) notify Parent orally and in writing of the receipt of any inquiries, proposals or offers, any requests for information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case with respect to an Acquisition Proposal or any offer or proposal that could reasonably be expected to lead to an Acquisition Proposal after the date of this Agreementhereof, which notice shall include a summary of the material terms of, and the identity of the person making Person making, such Acquisition Proposal (including, if applicable, copies of any such written requests, proposals or offers, including proposed agreements) and the material terms thereof and (II) thereafter shall keep Parent informed, on a reasonably informed current basis, of the status and details (including any material developments related to the terms, conditions and process associated with respect such proposals and offers. (b) Notwithstanding anything to such Acquisition Proposal). Notwithstanding the foregoingcontrary in Section 6.1(a) or Section 6.3, nothing contained in this Agreement herein shall prevent the Company or its the Company Board of Directors from: : (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer, in each case, to the extent legally required) or from making any other legally required disclosure to stockholders with regard to the Company’s stockholders astransactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor the Company Board may recommend any Acquisition Proposal unless expressly permitted by Section 6.1(c), in and provided, further, that if any such disclosure does not reaffirm the good faith judgment Recommendation, such disclosure shall be deemed to be a Change of Recommendation); provided, further, that the issuance by the Company or the Company Board of Directors a “stop, look and listen” communication as contemplated by Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to its stockholders) in which the Company indicates that the Company Board has not changed the Recommendation shall not constitute a Change of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; Recommendation; (ii) prior to to, but not after, obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person Person or group who has made an unsolicited a bona fide Acquisition Proposal that was not initiated, solicited, encouraged or facilitated in violation in any material respect of this Agreement, if the Company Board of Directors receives (A) shall have determined in good faith, after consultation with its legal counsel and financial advisor, that such Acquisition Proposal would reasonably be expected to constitute, result in or lead to a Superior Proposal, (B) shall have determined in good faith, after consultation with its legal counsel, that the failure to provide such access would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law and (C) has received from the person Person so requesting such information an executed confidentiality agreement on terms Acceptable Confidentiality Agreement; provided, that any such access, information or data has previously been provided to Parent or is provided to Parent prior to or substantially similar concurrently with the time such access, information or data is provided to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); Person or group; (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to but not after, obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person Person or group and their respective Representatives who has made an unsolicited bona fide Acquisition Proposal (which negotiations that was not initiated, solicited, encouraged or discussions are not solely for clarification purposes), facilitated in violation in any material respect of this Agreement if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company Board shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor thatadvisor, that (xA) such Acquisition Proposal constituteswould reasonably be expected to constitute, result in, or is reasonably likely lead to lead to, a Superior Proposal, Proposal and (yB) that the failure to take contact such action Person or group and engage in any such negotiations or discussions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law and Law; (2iv) prior to taking such actionto, but not after, obtaining the Company shall provide written notice Requisite Vote, making a Change of Recommendation (but only if permitted by Section 6.3); or (v) resolving or agreeing to Parent take any of the foregoing actions, to the extent such matteractions would be permitted by the foregoing clauses (i) through (iv) of this Section 6.1(b). (bc) Neither the Board of Directors of the Company nor any committee thereof shall (iNotwithstanding anything in Section 6.1(a) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to to, but not after, obtaining the Company Requisite Vote, the Company’s Company Board of Directors determinesdetermines in good faith, after consultation with its financial advisor and outside legal counsel, in response to an a bona fide Acquisition Proposal that was unsolicited and that did not otherwise result from a initiated, solicited, encouraged or facilitated in violation in any material breach respect of Section 6.5(a)this Agreement, that such Acquisition Proposal is constitutes a Superior Proposal, (A) the Company or its the Company Board of Directors may (and may resolve or agree to) (i) terminate this Agreement, (BAgreement pursuant to Section 8.1(d)(ii) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation a definitive agreement with respect to such Superior ProposalProposal or (ii) effect a Change of Recommendation in accordance with clause (x)(A) of Section 6.3; provided, however, that, if the Company terminates the Agreement pursuant to Section 8.1(d)(ii), the Company pays to Parent the Company Termination Fee required to be paid pursuant to Section 8.2(b)(i) concurrently with or prior to such termination; provided further that the Company may only take will not be entitled to enter into such actions at definitive agreement and to terminate this Agreement in accordance with Section 8.1(d)(ii) or effect a time that is after Change of Recommendation pursuant to clause (x)(A) of Section 6.3 unless (x) the third business day following Parent’s receipt of Company delivers to Parent a written notice (a “Company Notice”), advising Parent that the Company Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify proposes to take such action and containing the material terms and conditions of the Superior Proposal that is the basis of the proposed action by the Company Board (including the identity of the party making such Superior Proposal and identify copies of any written proposals or offers, including proposed agreements) and (y) at or after 5:00 p.m., New York City time, on the person making fifth Business Day immediately following the day on which the Company delivered the Company Notice (such period from the time the Company Notice is provided until 5:00 p.m. New York City time on the fifth Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), the Company Board reaffirms in good faith (after consultation with its outside counsel and financial advisor) that such Acquisition Proposal continues to constitute a Superior Proposal. During such three business day periodIf requested by Parent, the Company shall provide an opportunity for will, and will cause its Representatives to, during the Notice Period, engage in good faith negotiations with Parent and its Representatives to propose make such adjustments to in the terms and conditions of this Agreement so that such Acquisition Proposal ceases would cease to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may agrees to notify Parent promptly if it determines during such Notice Period not to terminate this Agreement pursuant and enter into the definitive agreement referred to in the Company Notice. Any material amendment to the terms of a proposed agreement relating to a Superior Proposal will be deemed to be a new proposal or proposed agreement relating to a Superior Proposal for purposes of this Section 6.5(b6.1(c), and any purported termination pursuant including with respect to this sentence the Notice Period (except that references to the five Business Day period above shall be void and of deemed to be references to a three Business Day period; provided that such new Notice Period shall in no force or effect, unless event shorten the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Feeoriginal Notice Period). (cd) For purposes of this Agreement, “Superior Proposal” the following terms shall mean any Acquisition Proposal made by a third party for more than 50% of have the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.meanings assigned below:

Acquisition Proposals. (a) The Neither the Company agrees that nor any of its Subsidiaries shall (i) it and whether directly or indirectly through advisors, agents or other intermediaries), nor shall the Company or any of its executive officers and directors shall notSubsidiaries authorize or permit any of its or their officers, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts directors, agents, representatives or advisors to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, indirectly solicit, initiate, knowingly encourage (including by way of furnishing information) or take any action knowingly to facilitate any inquiries or the making submission of any proposal inquiries, proposals or offer with respect to offers (xwhether or not in writing) a tender offer from any Person or exchange offer, proposal for a merger, consolidation or group of related Persons (other business combination involving the Company and/or than Parent and its subsidiaries or (yaffiliates) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basisrelating to, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (any acquisition or any similar communication to stockholders in connection with the making or amendment purchase of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 5010% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board Subsidiaries or of Directors 10% or more of any class of equity securities of the Company determined or any of its Subsidiaries, (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any Person or group of related Persons beneficially owning 10% or more of any class of equity securities of the Company or any of its Subsidiaries, (iii) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 10% or more of the consolidated assets of the Company (collectively, "Acquisition Proposals"), or agree to or endorse any Acquisition Proposal or (B) enter into or participate in any negotiations regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets in connection with the foregoing, or otherwise cooperate in any way with, or participate in or knowingly assist, facilitate, or encourage, any effort or attempt by any other Person or group of related Persons (other than any of Parent, Merger Sub and their affiliates) to do or seek any of the foregoing; provided, however, that the foregoing shall not prohibit the Company (X) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer, (Y) from making such disclosure to the Company's stockholders or otherwise which, the Company Board concludes in good faith, after consultation with its legal counsel, is necessary under applicable law or the rules of the NASDAQ or is necessary in order to comply with its fiduciary duties to the Company’s 's stockholders under applicable law, (Z) from participating in negotiations or discussions with or furnishing information to any Person in connection with an Acquisition Proposal not solicited after the date hereof which is submitted in writing by such Person or group of related Persons to the Company Board after the date of this Agreement; provided, however, that prior to participating in any such discussions or negotiations or furnishing any information, the Company receives from such Person or group of related Persons, as the case may be, an executed confidentiality agreement on terms not less favorable to the Company than the Confidentiality Agreement and the Company furnishes Parent any such nonpublic information; and provided, further, that the Company Board shall have concluded in good faith that such Acquisition Proposal, in the case of furnishing information, is or is reasonably likely to lead to or, in the case of participating in discussions or negotiations, constitutes a Superior Proposal and, after consultation with its outside legal and financial advisorscounsel, and considering that participating in such factors as negotiations or discussions or furnishing such information is necessary in order to comply with its fiduciary duties to the Board of Directors stockholders of the Company considers under applicable law; and provided, further, that the Company Board shall not take any of the foregoing actions prior to be appropriate three Business Days (including for purposes of this Agreement, "Business Day" means any day on which banks are not required or authorized to close in the conditionality City of New York) after it provides Parent with prompt (but in no event later than 24 hours after the occurrence or commencement of such action) written notice thereof. If the Company Board receives an Acquisition Proposal, then the Company shall promptly inform Parent of the material terms and conditions of such proposal and the timing identity of the Person or group of related Persons making it. (b) In the event the Company Board determines in good faith upon the consultation of an independent financial advisor of nationally recognized reputation (which shall be deemed to include ▇▇▇▇▇▇▇▇ Inc.) that it has received a Superior Proposal and likelihood determines in good faith upon the consultation of consummation its outside legal counsel that taking the following actions is necessary in order to comply with its fiduciary duties under applicable law and provided that neither the Company nor any representative of such proposal)the Company has breached any of the provisions of this Section 4.4, are more favorable the Company and the Company Board may (i) withdraw, modify or change the Company Board's approval or recommendation of this Agreement or the Merger, (ii) approve or recommend to the Company’s 's stockholders from a financial point of view than the transactions contemplated by such Superior Proposal, (iii) terminate this Agreement in accordance with Section 6.3(b) and (iiiv) is reasonably capable of being consummated, including, without limitation, publicly announce the receipt Company Board's intention to do any or all of the approvals foregoing. (c) The Company will immediately cease and cause its advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of Corvina Holdings Limitedthe foregoing, SK Telecom Co., Ltd. and Parent shall use its best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or their respective affiliates pursuant on behalf of the Company to contractual approval return or consent rightsdestroy all such information in the possession of any such party or in the possession of any agent or advisor of any such party. The Company agrees not to release any third party from or waive any provisions of confidentiality in any confidentiality agreement to which Company is a party.

Acquisition Proposals. (a) The Company agrees that (i) it and neither the Company, its executive Subsidiaries, nor any of the respective officers and directors of the Company or its Subsidiaries, shall not, (ii) and the Company shall direct and use its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that cause its and its subsidiaries’ employees, agents and representatives (“Representatives”including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) shall notnot to, (A) take or cause, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, following actions with any party other than the transactions contemplated by this Agreement Parent, Merger Sub or their respective designees: (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (Bi) directly or indirectly solicit, encourage, initiate, participate in or knowingly encourage otherwise facilitate (including by way of furnishing information) any negotiations negotiations, inquiries or discussions concerningwith respect to any offer, indication or proposal to acquire all or more than 15% of the Company's business, assets or capital shares whether by merger, consolidation, other business combination, purchase of assets, reorganization, tender or exchange offer or otherwise (each of the foregoing, an "Acquisition Proposal") or (ii) disclose, in connection with an Acquisition Proposal, any information or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposalrecords. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposalof the foregoing. The Company shall (Iwill take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 5.4(a) promptly (and in any event within one business day after receipt) notify Parent in writing hereof of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained obligations undertaken in this Agreement shall prevent the Section 5.4. The Company or its Board of Directors from: (i) taking and disclosing to its stockholders also will promptly request any Person which may have heretofore executed a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders confidentiality agreement in connection with its consideration of acquiring the making Company and/or any of its Subsidiaries to return or amendment of a tender offer destroy all confidential information heretofore furnished to such person by or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors on behalf of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither Notwithstanding anything to the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined belowcontrary contained in Section 5.4(a) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement elsewhere in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) prior to the Board of Directors consummation of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this AgreementOffer, the Company may enter into participate in discussions or execute any Acquisition Proposal Documentation with respect negotiations with, and furnish non-public information, and afford access to such Superior Proposal; providedthe properties, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors books, records, officers, employees and representatives of the Company to any Person, entity or group if such Person, entity or group has received a Superior Proposal. Such written notice shall specify delivered to the material terms Company, prior to the consummation of the Offer, and conditions of such Superior in writing, an Acquisition Proposal which is not subject to any financing contingency and identify the person making such Superior Proposal. During such three business day period, which the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or Board in its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. good faith judgment (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and its independent financial advisorsadvisor) determines if consummated would be more favorable, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view view, to the Company's stockholders than the transactions contemplated by this Agreement and with respect to which the Company Board receives advice of its outside legal counsel that the Company Board would breach its fiduciary duties if it did not accept the Acquisition Proposal (a "Superior Proposal"). In the event the Company receives a Superior Proposal, nothing contained in this Agreement (but subject to the terms of this paragraph (b)) will prevent the Company Board from executing or entering into an agreement relating to such Superior Proposal and recommending such Superior Proposal to its stockholders, if the Company Board determines (after consultation with its independent financial advisor and outside legal counsel) that its fiduciary duties require it to do so; in such case, the Company Board may withdraw, modify or refrain from making its recommendation of the Offer and the Merger; provided, however that the Company (i) shall have promptly notified Parent, and in any event within 24 hours, of any Acquisition Proposal received by, any such information requested from, or any such negotiations or discussions sought to be initiated or recommenced with, the Company or any of its Subsidiaries, indicating, in connection with such notice, the name of the Person making the Acquisition Proposal or taking such action and, in reasonable detail, the significant terms of any such Acquisition Proposal and including with such notice any documentation relating to such Acquisition Proposal, (ii) is reasonably capable shall provide Parent at least 48 hours prior written notice of being consummated, including, without limitation, the Company's intention to execute or enter into an agreement relating to such Superior Proposal and (iii) may only terminate this Agreement by written notice to Parent provided no sooner than 48 hours after Parent's receipt of a copy of such Superior Proposal (or a detailed description of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. significant terms and Parent or their respective affiliates pursuant to contractual approval or consent rightsconditions thereof).

Acquisition Proposals. (a) The Except as permitted by this Section ‎5.2, the Company agrees that (i) it and its executive officers and directors shall not, (ii) and shall cause each of its subsidiaries Subsidiaries and its subsidiaries’ executive officers their respective officers, directors and directors shall not employees, and (iii) it shall use reasonable best efforts to ensure that cause each of its consultants, agents, financial advisors, investment bankers, attorneys, accountants and its subsidiaries’ agents and other representatives (collectively, “Representatives”) shall notnot to, from the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with Article ‎VIII, (Ai) directly or indirectly, solicit, initiate, knowingly encourage initiate or knowingly facilitate any inquiries or encourage (including by way of furnishing non-public information) the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that NAI-1507512591v13 constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may would reasonably be expected to lead to, a Superior Company Takeover Proposal; , (ii) engage in or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent or Merger Sub or their respective Representatives) any non-public information in connection with or for the purpose of encouraging or facilitating, a Company Takeover Proposal or (iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement with respect to a Company Takeover Proposal (other than an Acceptable Confidentiality Agreement as permitted by Section ‎5.2(b)) (each, a “Company Acquisition Agreement”). Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, (A) immediately cease and cause to be terminated all discussions or negotiations with any Person conducted prior to the date of this Agreement with respect to a Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to result in or lead to a Company Takeover Proposal, (B) promptly request each Person, if any, that has executed a confidentiality agreement in respect of a Company Takeover Proposal to return or destroy all information heretofore furnished to such Person or its Representatives by or on behalf of the Company or any of its Subsidiaries and (ivC) promptly terminate all physical and electronic data room access previously granted to any such Person or its Representatives. From the date of this Agreement until the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any “standstill” or similar agreement to which the Company or any of its Subsidiaries is a party and shall enforce the provisions of any such agreement; provided that the Company shall be permitted to fail to enforce any provision of any “standstill” or similar obligation of any Person to permit such Person to make a Company Takeover Proposal confidentially to the Company Board if the Company Board or any duly constituted and authorized committee thereof determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. (b) Notwithstanding anything to the contrary contained in Section ‎5.2(a) or any other provisions of this Agreement, if at any time on or after the date hereof and prior to obtaining the Company Requisite VoteShareholder Approval the Company or any of its Representatives receives a bona fide written Company Takeover Proposal from any Person or group of Persons that did not result from a breach of Section ‎5.2, contacting (i) the Company and engaging its Representatives may contact such Person or group of Persons to clarify the terms and conditions thereof and (ii) if the Company Board or any duly constituted and authorized committee thereof determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal and that the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable Law, then the Company and its Representatives may (A) furnish, pursuant to a confidentiality agreement between the Company and such Person with provisions on terms that, taken as a whole, are not less restrictive to such Person than the provisions of the Confidentiality Agreement (it being understood that such confidentiality agreement need not include any negotiations “standstill” or discussions similar provision) (each, an “Acceptable Confidentiality Agreement”), information (including material non-public information) with any person respect to the Company and its Subsidiaries to the Person or NAI-1507512591v13 group of Persons who has made an unsolicited bona fide Acquisition such Company Takeover Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that material non-public information has not been furnished to Parent and is furnished to such Person or Persons, the Company will concurrently provide to Parent such material non-public information) and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal. (c) The Company shall promptly (and, in any event, within 48 hours) notify Parent if any proposals or offers with respect to, or that would reasonably be expected to lead to, a Company Takeover Proposal are received by the Company or any of its Representatives, and shall include with such notice, the name of such Person and the material terms and conditions of such proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including draft agreements) and thereafter shall keep Parent reasonably informed, on a reasonably current basis (but in no event more than once every 48 hours), of the status and terms of any such proposals or offers (including any amendments thereto and any draft agreements) and any related discussions or negotiations. The Company agrees that the Company and its Subsidiaries will not enter into any Acceptable Confidentiality Agreement with any Person subsequent to the date hereof that prohibits the Company from providing any information to Parent as required by this Section ‎5.2. (d) Except as expressly permitted by this Section ‎5.2(d) or by Section ‎5.2(e), neither the Company, the Company Board nor any committee thereof shall (i) (A) fail to include the Company Recommendation in the Company Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Parent, the Company Recommendation, (C) make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication (it being understood that the foregoing clauses Company Board may refrain from taking a position with respect to a Company Takeover Proposal until the close of business as of the tenth Business Day after the commencement of a tender offer in connection with such Company Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act without such action being considered a Company Recommendation Change) or (D) approve or recommend, or publicly propose to approve or recommend to the Company Shareholders, a Company Takeover Proposal (the actions described in this clause (i) being referred to as a “Company Recommendation Change”) or (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Company Shareholder Approval is obtained, the Company Board or any duly constituted and authorized committee thereof may, in response to a Company Takeover Proposal, either (1) make a Company Recommendation Change or (iv2) cause the Company to enter into a Company Acquisition Agreement providing for a Superior Proposal and concurrently terminate this Agreement pursuant to Section ‎8.1(c) if, in the case of clause (1) or (2), the Company Board or any duly constituted and authorized committee thereof has determined in good faith, after consultation with its financial advisor and outside legal counsel, that (1) the failure to do so would be inconsistent with NAI-1507512591v13 the directors’ fiduciary duties under applicable Law and (2) such Company Takeover Proposal constitutes a Company Superior Proposal; provided, however, that prior to taking such action, (w) the Company has provided Parent a copy of such Company Takeover Proposal and has given Parent at least four Business Days’ prior written notice of its intention to take such action, (x) if Parent requests, the Company has negotiated, and has directed its Representatives to negotiate, in good faith with Parent during such notice period to enable Parent to propose in writing an offer binding on Parent to effect revisions to the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (y) following the end of such notice period, the Company Board or any duly constituted and authorized committee thereof shall have considered in good faith Parent’s binding offer, and shall have determined that the Company Superior Proposal continues to constitute a Company Superior Proposal if the revisions proposed in Parent’s binding offer were to be given effect and the failure to make such determination would be inconsistent with the directors’ fiduciary duties under applicable Law and (z) in the event of Directors any material change to the material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (w) above and the notice period shall have recommenced, except that the notice period shall be at least two Business Days (rather than the four Business Days otherwise contemplated by clause (w) above). (e) Notwithstanding anything to the contrary herein, prior to the time the Company Shareholder Approval is obtained, the Company Board or any duly constituted and authorized committee thereof may make a Company Recommendation Change if the Company Board or such committee has determined in good faith, after consultation with its financial advisor and outside legal counsel, that, as a result of a Company Intervening Event, the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that such action shall not be in response to a Company Takeover Proposal (which is governed by Section ‎5.2(d)) and prior to taking such action, (i) the Company Board has given Parent at least four Business Days’ prior written notice of its intention to take such action and a description of the reasons for the Company Recommendation Change, (ii) if Parent requests, the Company has negotiated, and has directed its Representatives to negotiate, in good faith with Parent during such notice period to enable Parent to propose in writing an offer binding on Parent to effect revisions to the terms of this Agreement in such a manner that would obviate the need for making such Company Recommendation Change, (iii) following the end of such notice period, the Company Board or any duly constituted and authorized committee thereof shall have considered in good faith such binding offer, and shall have determined in good faith, after consultation with its financial advisor and outside legal counsel and its financial advisor thatcounsel, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action effect a Company Recommendation Change would be inconsistent with its the directors’ fiduciary duties under applicable Law and (2iv) prior in the event of any material developments with respect to taking such actionCompany Intervening Event, the Company shall provide written notice have delivered to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall an additional notice consistent with that described in clause (i) recommend, adopt above and the notice period shall have recommenced. NAI-1507512591v13 (f) Nothing contained in this Section ‎5.2 or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow in Section ‎6.7 shall prohibit the Company or any the Company Board from taking and disclosing to the Company Shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act after the commencement of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement a tender offer or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or from making any other provision of this Section 6.5 disclosure to the contrary, Company Shareholders if, at any time prior to obtaining in the Company Requisite VoteBoard’s determination in good faith after consultation with its outside legal counsel, the Company’s Board of Directors determines, in response failure so to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or disclose would be inconsistent with its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposalobligations under applicable Law; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable notwithstanding anything herein to the Company’s stockholders from contrary, a financial point “stop, look and listen” disclosure in and of view than the transactions contemplated by this Agreement itself shall not be considered a Company Recommendation Change, and (ii) is reasonably capable in no event shall the Company Board or any duly constituted and authorized committee thereof make a Company Recommendation Change except in accordance with Section ‎5.2(d) or Section ‎5.2(e). Nothing contained in this Section ‎5.2 shall be deemed to limit the last sentence of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsSection ‎6.7.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its commercially reasonable efforts to cause its Subsidiaries and its representatives, not to (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage initiate or knowingly facilitate participate in any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries the Company’s Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal, acquisition agreement(c) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other similar agreement constituting the anti-takeover Laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and shall use its commercially reasonable efforts to cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to any Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”Acquiror and its representatives). Notwithstanding From and after the foregoing or any other provision of this Section 6.5 to the contrarydate hereof, if, at any time prior to obtaining the Company Requisite Voteshall promptly notify Acquiror if any Person makes any written proposal, the Company’s Board of Directors determines, in response offer or inquiry with respect to an Acquisition Proposal that was unsolicited and that did not otherwise result from provide Acquiror with a material breach description of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions thereof to the extent that such disclosure would not result in breach of such Superior Proposal and identify the person making such Superior ProposalCompany’s confidentiality obligations that are in existence as of the date hereof. During such three business day periodSubject to Section 6.1, the Company and its Subsidiaries and their respective representatives shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall not be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement restricted pursuant to this Section 6.5(b), 6.6 with respect to any actions taken in connection with (1) the Pre-Closing Restructuring and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently (2) preliminary discussions with such termination pursuant to this Section 6.5(b) pays potential financing sources related to the Parent arrangement of financing in order to facilitate the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement or for the financing of the Acquiror following the Closing; provided, that no non-public information and no material terms of any such investment or other similar substantive information, in each case, whether in writing or orally, shall be provided to any Person in connection with such actions without (i) providing Acquiror with prior written notice and (ii) is the existence of a confidentiality agreement between the parties. The Company shall keep Acquiror reasonably capable informed of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. any such discussions and Parent or their respective affiliates information furnished to any Person pursuant to contractual approval or consent rightsthis Section 6.6.

Acquisition Proposals. (a) The From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company agrees that and its Subsidiaries shall not, and shall cause their representatives not to, directly or indirectly (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate initiate any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal, acquisition agreement(iii) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other similar agreement constituting the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal Proposal. The Company also agrees that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than a confidentiality agreement pursuant to Section 6.5(a)the parties hereto and their respective representatives) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, conducted heretofore in response to connection with an Acquisition Proposal Proposal. The Company also agrees that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors within three Business Days of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination execution of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with respect to such Superior Proposal; provided, that its consideration of acquiring the Company may only take such actions at a time that is after or any of its Subsidiaries (and with whom the third business day following Parent’s receipt Company has had contact in the 12 months prior to the date of written notice advising Parent that this Agreement regarding the Board of Directors acquisition of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions or any of its Subsidiaries) to return or destroy all confidential information furnished to such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments Person by or on behalf of it prior to the terms date hereof and conditions of this Agreement so that such Acquisition Proposal ceases terminate access to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company physical or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force electronic data room maintained by or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% on behalf of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. From the date hereof until the Acquisition Closing Date or, if earlier, the termination of this Agreement in accordance with Article XI, the Company and its Subsidiaries shall not, and the Company shall instruct and use its commercially reasonable efforts to cause its representatives, not to (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate initiate any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries the Company’s Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal, acquisition agreement(c) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other similar agreement constituting the anti-takeover laws of any state relating to an Acquisition Proposal, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its Subsidiaries, officers and directors to, and the Company shall instruct representatives acting on its behalf or on behalf of its Subsidiaries to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to any Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited Parties and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsrepresentatives).

Acquisition Proposals. (a) The Company agrees that shall, and shall cause its Representatives, to: (i) it immediately cease and cause to be terminated all existing solicitations, encouragements, discussions or negotiations (including through any of its executive officers and directors shall notRepresentatives), if any, with any third parties (other than the Purchaser), initiated before the date hereof with respect to any Person that has made, indicated any interest in making or may reasonably be expected to make, an Acquisition Proposal; (ii) as and from the date hereof until termination of this Agreement pursuant to the terms hereof, immediately discontinue providing access to and disclosure of any of its confidential information and not allow or establish further access to any of its confidential information, or any data room, virtual or otherwise, to any Person (other than the Purchaser or its Representatives); (iii) pursuant to and in accordance with each applicable confidentiality agreement relating to an Acquisition Proposal, promptly request the return or destruction of all information provided to any third parties that have entered into a confidentiality agreement with the Company or any of its subsidiaries and the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its subsidiaries’ executive officers , and directors shall use reasonable commercial efforts to cause such requests to be honoured; and (iv) not release, waive, terminate or otherwise forbear in the enforcement of, amend or modify, or enter into or participate in any discussions, negotiations or agreements to release, waive or otherwise forbear or amend or modify, any rights or other benefits under any confidentiality agreements to which the Company or any of its subsidiaries is a party, including any "standstill provisions" thereunder; except, in respect of (ii) and (iii) above. The Company undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants or agreements that it has entered into with third parties prior to the date hereof. (b) Except to the extent the Purchaser in its sole and absolute discretion, has otherwise consented to in writing, until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated in accordance with its terms, the Company shall use reasonable best efforts not and shall cause its Representatives to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectlyindirectly through any other person: (i) make, initiate, solicit, initiate, knowingly encourage or knowingly otherwise facilitate (including by way of furnishing or affording access to information or any site visit), any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, in one transaction or may reasonably be expected to lead toa series of transactions, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may could reasonably be expected to lead to an Acquisition Proposal; (ii) participate in any discussions or negotiations with, furnish information to, or otherwise co-operate in any way with, any person (other than the Purchaser and its subsidiaries) regarding an Acquisition Proposal or that reasonably could be expected to lead to an Acquisition Proposal; (iii) withdraw, amend, modify or qualify, or propose to withdraw, amend, modify or qualify, in any manner adverse to the Purchaser, the Company Board Recommendation (or any related recommendation by any committee of the Company Board); (iv) make any public announcement or take any other action inconsistent with the Company Board Recommendation; (v) remain neutral with respect to, or agree to, approve or recommend, or propose publicly to agree, approve or recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period exceeding three Business Days after such Acquisition Proposal has been publicly announced shall be deemed to constitute a violation of this Section 7.07); or (vi) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement in respect of an Acquisition Proposal; except that notwithstanding any other provisions of Section 7.07(a) or this Section 7.07(b), the Company and its Representatives may: (vii) at any time prior to obtaining the approval of the Company Shareholders of the Amalgamation Resolution, enter into, or participate in, any discussions or negotiations with an arm’s length third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the date of this Agreement, by the Company or any of its Representatives) seeks to initiate such discussions or negotiations and, subject to execution of a confidentiality agreement with terms at least as restrictive to such counterparty as the confidentiality provisions contained in Sections 7.03 (on the condition that such confidentiality agreement shall provide for the disclosure thereof, along with the information provided thereunder, to the Purchaser), may furnish to such third party information concerning the Company and its business, affairs, properties and assets (on the condition that such third party is not furnished (with greater access or information than the Purchaser), in each case if and only to the extent that: (A) the third party has first made a written bona fide Acquisition Proposal, which did not result from a breach of this Section 7.07, and in respect of which the Company Board, determines in good faith, after consultation with its external legal and independent financial advisors, constitutes, or would reasonably be expected to constitute or lead to, a Superior Proposal; (B) prior to furnishing such information to or entering into or participating in any such negotiations or initiating any discussions with such third party, the Company promptly provides written notice to the Purchaser to the effect that it is furnishing information to or entering into or participating in discussions or negotiations with such Person or entity and provides to the Purchaser the confidentiality agreement entered into with such Person or entity in accordance with this Section 7.07(b)(vii) and the information required to be provided under Sections 7.07(c) and 7.07(c); and (C) the Company has been, and would be after entering into or participating in any such discussions or negotiations, in compliance with all of its obligations under this Section 7.07; (viii) comply with National Instrument 62-104 – Take-Over Bids and Issuer Bids and similar provisions under Canadian Securities Laws relating to the provision of directors' circulars and make appropriate disclosure with respect thereto to its shareholders; and (ix) at any time prior to obtaining the approval of the Company Shareholders of the Amalgamation Resolution, fail to recommend, withdraw, amend, modify or qualify (or propose publicly to withdraw, amend, modify or qualify) the Company Board Recommendation (or any recommendation by any committee of the Company Board) and recommend, endorse or propose publicly to recommend or endorse such Superior Proposal, but only if prior to such withdrawal and the taking of such other action: (A) the Company shall include have concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated by Section 7.07(c) and after receiving the advice of its financial advisors and external legal counsel, as reflected in minutes of the Company Board, that such Superior Proposal is in the best interests of the Company and the taking of such action is necessary for the Company Board to act in a manner consistent with its fiduciary duties under applicable Laws; and (B) the Company complies with its obligations set out in 7.07(c); (c) The Company will promptly (and, in any event, within 24 hours) notify the Purchaser, at first orally and thereafter in writing, of any Acquisition Proposal (whether or not in writing) received by the Company, any inquiry received by the Company that could reasonably be expected to lead to an Acquisition Proposal, or any request received by the Company for non-public information relating to the Company in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any person that informs the Company that it is considering making an Acquisition Proposal, including a copy of the Acquisition Proposal, a description of the material terms and conditions of such inquiry or request and the identity of the person making such Acquisition Proposal Proposal, inquiry or request, and promptly provide to the material terms thereof Purchaser such other information concerning such Acquisition Proposal, inquiry or request as the Purchaser may reasonably request. The Company will keep the Purchaser promptly and (II) keep Parent reasonably fully informed of the status and details (including all amendments) of any such Acquisition Proposal, inquiry or request. (d) Following receipt of a Superior Proposal, the Company shall give the Purchaser, orally and in writing, at least five Business Days advance notice of any decision by the Company Board to recommend a Superior Proposal, which notice shall: (i) confirm that the Company Board has determined that such Acquisition Proposal constitutes a Superior Proposal; (ii) identify the third party making the Superior Proposal; (iii) if the Company is proposing to enter into an agreement to implement such Superior Proposal, confirm that the entering into of a definitive agreement to implement such Superior Proposal is not subject to any financing or due diligence condition; and (iv) if the Company is proposing to enter into an agreement to implement such Superior Proposal, confirm that a definitive agreement to implement such Superior Proposal has been settled between the Company and such third party in all material developments with respects (including in respect of the value and financial terms and the value ascribed to any non-cash consideration offered under such Acquisition Proposal), and the Company will concurrently provide a true and complete copy thereof, together with all supporting materials, including any financing documents supplied to the Company in connection therewith, and will thereafter promptly provide any amendments thereto, to the Purchaser; During the five Business Day period commencing on the delivery of such notice (such period, the “Matching Period”), the Company agrees not to recommend such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not change, withdraw, withhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the Company Board Recommendation. Notwithstanding If such notice has been given prior to the foregoingdate of the Company Meeting, nothing contained in such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of the Matching Period. During the Matching Period, the Purchaser shall have the opportunity (but not the obligation) to offer to amend this Agreement shall prevent and the Business Combination in order for such Acquisition Proposal to cease to be a Superior Proposal. In addition, during the Matching Period, or such longer period as the Company or its Board of Directors frommay approve in writing for such purpose: (i) taking the Company Board shall review any offer made by the Purchaser to amend this Agreement and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders Business Combination in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal is, or may reasonably previously constituting a Superior Proposal ceasing to be expected to lead to, a Superior Proposal; and (ivii) prior to obtaining the Company Requisite Vote, contacting and engaging company shall negotiate in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection good faith with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) Purchaser to make such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments amendments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable Business Combination as would enable the Purchaser to the Company’s stockholders from a financial point of view than proceed with the transactions contemplated by this Agreement on such amended terms. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal: (i) the Company shall promptly so advise the Purchaser, and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing; and (ii) is reasonably capable of being consummatedthe Company Board shall not recommend such Acquisition Proposal and shall not release the party making the Acquisition Proposal from any standstill provisions and shall not change, includingwithdraw, without limitationwithhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the receipt Company Board Recommendation. The Company acknowledges that each successive material modification of any Superior Proposal that results in an increase in the consideration (or the value thereof) to be received by the Company Shareholders or other material terms or conditions shall constitute a new Superior Proposal for purposes of the approvals requirement under this Section 7.07(d) to initiate a new Matching Period. (e) The Company Board shall promptly and in any event within 24 hours after the determination in clause (i) or (ii) below, reaffirm the Company Board Recommendation, by news release after any Acquisition Proposal is publicly announced or made if: (i) the Company Board determines that such Acquisition Proposal does not constitute a Superior Proposal in accordance with this Section 7.07; or (ii) the Company Board determines that an amendment to the terms of Corvina Holdings Limitedthis Agreement has been agreed that results in the Acquisition Proposal not being a Superior Proposal. The Company shall provide the Purchaser and its external legal counsel with a reasonable opportunity to review the form and content of any such news release and shall make all reasonable amendments to such news release as requested by the Purchaser and its legal counsel. (f) The Company shall ensure that its Representatives are aware of the provisions of this Section 7.07, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsthe Company shall be responsible for any breach of this Section 7.07 by any of its Representatives.

Acquisition Proposals. (a) The None of the Company agrees that or any of its Subsidiaries shall (whether directly or indirectly through Affiliates, directors, officers, employees, representatives or other intermediaries), nor shall (directly or indirectly) the Company authorize or permit any of its or their officers, directors, representatives or other intermediaries or Subsidiaries to, (i) it solicit, initiate or take any action to knowingly facilitate or encourage the submission of inquiries, proposals or offers from any Person (other than Parent and Merger Sub) relating to any Acquisition Proposal, or agree to or endorse any Acquisition Proposal; (ii) enter into any agreement to (x) knowingly facilitate or consummate, any Acquisition Proposal or (y) approve or endorse any Acquisition Proposal; (iii) enter into or participate in any discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, or furnish to any Person any information with respect to its executive officers and directors shall notbusiness, properties or assets in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal; or (iv) agree to resolve or take any of the actions prohibited by clause (i), (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and or (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposalsentence. The Company agrees that it willshall immediately cease, and it will cause its subsidiaries representatives and Representatives toother intermediaries to immediately cease, immediately cease any and cause to be terminated any all existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt foregoing and shall demand the return or destruction of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments previously provided with respect to such Acquisition Proposal). Notwithstanding the foregoingactivities, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal isdiscussion, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”)negotiations. Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this AgreementSection 7.4, the term “Superior ProposalPerson” shall mean means any Acquisition Proposal made by a third party for more than 50% person, corporation, entity or “group,” as defined in Section 13(d) of the outstanding equity interests in the Company or more Exchange Act, other than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsany Subsidiaries of Parent.

Acquisition Proposals. (a) The Subject to Section 4.3(b), the Company agrees that shall not, shall cause its Subsidiaries not to, and shall direct its and their respective Representatives not to, directly or indirectly (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectlyinitiate, solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of, any inquiries inquiries, proposals or offers relating to or in connection with a potential Acquisition Proposal or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, constitutes or may could reasonably be expected to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish any Person non-public information with respect to, or otherwise cooperate in any manner with, an Acquisition Proposal, or (iii) resolve, propose or agree to do any of the actions described in clause (i) or (ii) of this sentence. The Company agrees that it willshall, and it will cause shall direct its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activitiessolicitation, discussions encouragement, discussion or negotiations negotiation with any persons Persons conducted heretofore by the Company or any of its Representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party in each case unless the Special Committee and the Company Board, after consultation with its outside counsel, determines in any event within one business day after receipt) notify Parent in writing good faith that the failure to do so would violate its fiduciary duties to the shareholders of the receipt Company under applicable Law. The Company shall request the prompt return of any confidential information provided to any third party prior to the date hereof in connection with a possible Acquisition Proposal (Proposal. Without limiting the foregoing, it is agreed that any action by the Company’s Representatives, Subsidiaries of the Company or Representatives of Subsidiaries of the Company that would constitute a violation of the restrictions set forth in this Section 4.3 if done by the Company, whether or not such Person is purporting to act on behalf of the Company or any request for information or other inquiry that may reasonably be expected of its Subsidiaries, shall constitute a breach of this Section 4.3 by the Company. The Company shall promptly inform its and its Subsidiaries’ respective Representatives of the obligations undertaken in this Section 4.3 (b) Notwithstanding anything to lead to an Acquisition Proposal) after the contrary contained in Section 4.3(a), if at any time following the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made received an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement a third party, (except for such changes specifically necessary in order for ii) a breach by the Company of this Section 4.3 has not contributed to be able to comply with its obligations under this Agreement); the making of such Acquisition Proposal, (iii) prior to obtaining the Special Committee or the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined determines in good faith, after consultation with its financial advisors and outside legal counsel and its financial advisor thatcounsel, (x) that such Acquisition Proposal constitutes, is or is reasonably likely to lead to, to a Superior Proposal, then the Company may (A) furnish information with respect to the Company to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that (x) the Company will not, and will not allow its Representatives to, disclose any non-public information to such Person unless the Company has, or first enters into, a confidentiality and standstill agreement with such Person containing terms no less favorable to the Company than those contained in the Confidentiality Agreement, and (y) the Company will substantially concurrently provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to Parent; provided further, that with respect to each of the foregoing clauses (A) and (B), both (1) the Company Board and the Special Committee have concluded, in good faith and after consultation with outside legal counsel, that the failure to take such action do so would be inconsistent with violate its fiduciary duties to the shareholders of the Company under applicable Law and (2) the Company has provided Parent with notice of its intent to take any such action prior to taking such actionaction and has otherwise complied with Section 4.3(c). (c) From and after the date hereof, the Company shall provide promptly (and in any event within 24 hours) notify Parent in the event that the Company or any of its Subsidiaries or Representatives receives (i) any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal, (ii) any request for non-public information relating to the Company or any of its Subsidiaries other than requests for information in the ordinary course of business and unrelated to an Acquisition Proposal or (iii) any inquiry, contact or request for discussions or negotiations regarding any Acquisition Proposal. The written notice to Parent shall include the material terms of the Acquisition Proposal or the inquiry, contact or request and, if in writing, shall include a copy of such matterAcquisition Proposal or related inquiry, contact or request. The Company shall keep Parent reasonably informed on a current basis (and in any event within one Business Day) of the status of any Acquisition Proposal, inquiry, contact or request (including the material terms and conditions thereof) and any material developments, discussions and negotiations related thereto, and will provide Parent as soon as practicable after receipt thereof copies of all correspondence and other written material sent or provided to the Company from any third party in connection therewith. The Company shall promptly notify Parent upon determination by the Company Board or Special Committee that an Acquisition Proposal is a Superior Proposal. Notwithstanding the foregoing, the Company shall not be required to provide Parent with any of the aforementioned information to the extent that doing so would violate the terms of any confidentiality agreement to which the Company is a party on the date hereof. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify Parent if it determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal pursuant to Section 4.3(b). (bd) Neither Subject to the second sentence of this Section 4.3(d), neither the Company Board nor the Special Committee shall, directly or indirectly, (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation or the declaration of advisability by the Company Board of Directors of this Agreement, the Company nor any committee thereof shall Merger or the other transactions contemplated hereby, (iii) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined belowany action described in items (i) and (ii), a “Change of Board Recommendation”) or (iiiii) execute (adopt, approve or allow recommend, or publicly propose to adopt, approve or recommend, or permit the Company or any of its subsidiaries Subsidiaries to execute) enter into, any merger agreement, letter of intent, memorandum of understanding, agreement in principle, merger share purchase agreement, asset purchase agreement or share exchange agreement, acquisition agreement, option agreement, joint venture agreement, partnership option agreement or other similar agreement agreement, arrangement or understanding (A) constituting or that could reasonably be expected to lead to, or otherwise relating to, an Acquisition Proposal (other than a confidentiality and standstill agreement pursuant referred to in Section 6.5(a4.3(b)) or (B) requiring the Company to abandon, terminate or fail to consummate the Merger or any such documentation, “Acquisition Proposal Documentation”other transaction contemplated by this Agreement (other than any agreement entered into in accordance with this Section 4.3). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contraryforegoing, if, if at any time prior to obtaining the Requisite Shareholder Approval the Company Requisite Votereceives (without violation of this Agreement) an unsolicited bona fide written Acquisition Proposal from a third party which the Special Committee and the Company Board conclude in good faith, after consultation with outside counsel and their financial advisors, constitutes a Superior Proposal after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Parent, including pursuant to clause (C) below, the Company’s Company Board of Directors determinesmay, prior to obtaining the Requisite Shareholder Approval, if the Special Committee or the Company Board determines in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a)good faith, after consultation with outside counsel, that such Acquisition Proposal is the failure to do so would violate its fiduciary duties to the shareholders of the Company under applicable Law, (x) effect a Change of Board Recommendation and/or (y) terminate this Agreement pursuant to Section 6.3(b) to enter into a definitive agreement with respect to a Superior Proposal; provided, however, that the Company Board may not effect a Change of Board Recommendation unless (A) the Company or its Board there shall not have been a breach of Directors may terminate this AgreementSection 4.3, (B) the Board Company shall have provided prior written notice to Parent, at least three Business Days in advance (the “Notice Period”), of Directors of the Company may approve or recommend its intention to take such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation action with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written which notice shall specify the material terms and conditions of any such Superior Proposal (including the per share value of the consideration offered therein and the identity of the party making such Superior Proposal), and shall have contemporaneously provided Parent with a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and identify other material documents, including the person making definitive agreement with respect to such Superior Proposal. During Proposal (the “Alternative Acquisition Agreement”) and (C) prior to effecting such three business day period, Change of Board Recommendation the Company shall, and shall provide an opportunity for direct its financial and legal advisors to, during the Notice Period, negotiate with Parent in good faith (to propose the extent Parent desires to negotiate) to make such adjustments to in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. In the event that any material revisions (or revisions that in the aggregate are material) are made to the initial Superior Proposal, the Company shall deliver to Parent within one Business Day written notice of any such material revisions (including a detailed description thereof) and a new Notice Period shall be deemed to have commenced with respect to such modified Superior Proposal on the date of delivery of such notice to Parent. (e) Subject to Parent’s rights under Section 6.4, nothing contained in this Section 4.3 shall prohibit the Special Committee or the Company Board from taking and disclosing to the shareholders of the Company a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act; provided, however, that any such proposed adjustment disclosure other than (i) a “stop-look-and-listen” communication to the shareholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communications to the shareholders of the Company), (ii) an express rejection of any applicable Alternative Proposal or (iii) an express reaffirmation of its recommendation to its shareholders in favor of the Merger, shall be at deemed to be a Change of Board Recommendation; and provided further that neither the discretion of Parent at Company Board nor the time. The Company Special Committee shall be permitted to recommend that the Company’s shareholders tender any securities in connection with any tender or its exchange offer (or otherwise approve, endorse or recommend an Acquisition Proposal or withhold, withdraw or modify the Board of Directors may not terminate this Agreement pursuant to this Section 6.5(bRecommendation), and any purported termination pursuant to this sentence shall be void and of no force or effectunless in each case, unless in connection therewith, the Company prior to or concurrently Board effects a Change of Board Recommendation in accordance with such termination pursuant to this the terms of Section 6.5(b) pays to the Parent the Company Termination Fee4.3(d). (cf) For purposes of this Agreement, (i) “Superior Acquisition Proposal” shall mean means any Acquisition Proposal inquiry, offer or proposal, written or oral, or any indication of interest in making an offer or proposal, made by a third party for more than 50% Person or group at any time after the date hereof relating to, or that could reasonably be expected to lead to (A) any merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, tender offer or exchange offer, sale of the outstanding equity interests in shares of capital stock or sale of assets or similar transaction involving the Company or any of its Subsidiaries, (B) the Company’s acquisition of a third party in a transaction in which the shareholders of such third party immediately prior to the consummation of such transaction will own 20% or more than 50of the Company’s outstanding capital stock immediately following such transaction, including the issuance by the Company of 20% or more of any class of its voting equity securities as consideration for assets or securities of a third party, (C) any transaction which is structured to permit any Person or group, alone or together with any other Person or group, to acquire beneficial ownership of (1) at least 20% of the consolidated assets of the Company and its subsidiaries, taken as a whole, Subsidiaries or (i2) on terms that at least 20% of the Board of Directors equity interests or voting securities of the Company or any of its Subsidiaries if such Subsidiaries own, directly or indirectly, 20% or more of the assets referred to in clause (1), pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction, including any single or multi-step transaction or series of related transactions, in each case other than the Merger or (D) any other transaction having a similar effect to those described in clauses (A) – (C), in each case other than the Merger and the other transactions contemplated by this Agreement, and (ii) “Superior Proposal” means any bona fide Acquisition Proposal not arising from a breach of this Section 4.3 (except the references therein to “20%” shall be replaced by “50%”) which the Special Committee and the Company Board determine in good faith (after consultation with its financial advisors and legal counsel) (A) is reasonably likely to be consummated in accordance with its terms and (B) if consummated, would result in a transaction that the Company Board and the Special Committee have determined in good faith, after consultation with the Company’s outside its financial advisors and legal and financial advisorscounsel, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal)is more favorable, are more favorable to the Company’s stockholders from a financial point of view view, to the holders of Company Common Stock than the transactions contemplated by provided for in this Agreement, in each case with respect to clauses (A) and (B), taking into account, among other things, the Person or group making such Acquisition Proposal and all legal, financial, regulatory, timing and other aspects of this Agreement and (ii) is reasonably capable of being consummatedsuch Acquisition Proposal, includingincluding any conditions relating to financing, without limitation, regulatory approvals or other events or circumstances beyond the receipt control of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. party invoking the condition and taking into account any revisions made or proposed in writing by Parent or their respective affiliates pursuant Merger Sub prior to contractual approval or consent rightsthe time of such determination.

Acquisition Proposals. (a) The Company agrees that (i) it and Until the earlier of the Closing or the termination of this Agreement in accordance with its executive officers and directors terms, Seller shall not, (ii) and shall cause each of its subsidiaries and its subsidiaries’ executive officers and directors shall Representatives not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall notto, (A) directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage, or take any action to solicit, initiate or knowingly encourage or knowingly facilitate any inquiries or the making of any submission, proposal or offer with respect to (x) a tender offer that constitutes or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Buyer or any of its Affiliates or its or their respective Representatives, (iii) furnish to any Person other than Buyer or any of its Affiliates or its or their respective Representatives any information that Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (iv) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal. The Company agrees that it willSeller shall, and it will shall cause each of its subsidiaries and Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any persons Persons conducted heretofore prior to or on the date hereof with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (promptly request the return or allow the Company or destruction of all confidential information provided to any of its subsidiaries other Person pursuant to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (or otherwise in connection with any such documentationdiscussions, “Acquisition Proposal Documentation”). Notwithstanding the foregoing negotiations or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Feeactivities. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company agrees that and its Subsidiaries shall not, and the Company shall cause its representatives acting on its or their behalf not to, (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate initiate any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries the Company’s Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreementor any other agreement relating to an Acquisition Proposal, acquisition agreement(iii) grant any waiver, option agreement, joint venture agreement, partnership amendment or release under any confidentiality agreement or other similar agreement constituting the anti-takeover laws of any state, in each case, in connection with an Acquisition Proposal Proposal, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. The Company also agrees that immediately following the execution of this Agreement it shall, and shall cause its representatives acting on its behalf, to cease any solicitations, discussions or negotiations with any Person (other than a confidentiality agreement pursuant to Section 6.5(a)the parties hereto and their respective representatives) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, conducted heretofore in response to connection with an Acquisition Proposal Proposal. The Company also agrees that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, within three (A3) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors Business Days of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination execution of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation shall request each Person (other than the parties hereto and their respective representatives) that has prior to the date hereof executed a confidentiality agreement in connection with respect to such Superior Proposal; provided, that its consideration of acquiring the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of (and with whom the Company has received a Superior Proposal. Such written notice shall specify had contact in the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments twelve (12) months prior to the terms and conditions date of this Agreement so that regarding the acquisition of the Company) to return or destroy all confidential information furnished to such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion Person by or on behalf of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company it prior to the date hereof and terminate access to any physical or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made electronic data room maintained by a third party for more than 50% or on behalf of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors shall notmay, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicitfurnish information and access, initiatein each case in response to unsolicited requests therefor received after the date of this Agreement, knowingly encourage with appropriate assurances of confidentiality, to any corporation, partnership, person or knowingly facilitate other entity or group, and, in response to unsolicited requests, may participate in discussions and negotiate with any inquiries corporation, partnership, person or the making other entity or group concerning a proposal for any merger, sale of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the material assets of the Company, sale of shares of voting capital stock of the Company on a consolidated basishaving over 15 percent of the aggregate voting power of all the Company's capital stock or other transaction involving the transfer of effective control of the Company or any division thereof ("Acquisition Proposal"), if the Company's Board of Directors, after consultation with its outside counsel and its financial advisor, and such other advisors as it deems appropriate, determines in its good faith judgment that its fiduciary duties require such action. In addition, in the event of such determination by the Company's Board of Directors, the Company may direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such corporation, partnership, person or other entity or group. Except as set forth above, neither the Company, or any of its Subsidiaries, nor any of its or their respective officers, directors, employees, representatives or agents, shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than the transactions contemplated by this Agreement (Purchaser, any such proposal affiliate or offer being hereinafter referred to as an “associate of the Purchaser or any designees of the Purchaser) concerning any Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any a proposal that constitutes, constitutes or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may could reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding Without limiting the foregoing, nothing contained in this Agreement shall prevent it is understood that any violation of the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, restrictions set forth in the good faith judgment preceding sentence by any executive officer of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries shall be deemed to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than be a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision breach of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.7.4

Acquisition Proposals. (a) The Company agrees that shall not, and shall cause its directors and officers not to, and shall instruct its Representatives not to: (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectlyindirectly initiate, solicit, initiate, or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer with respect to (x) a tender offer that constitutes or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, an to any Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to(ii) directly or indirectly engage in, immediately cease and cause to be terminated enter into or participate in any existing activities, discussions or negotiations with any persons conducted heretofore Person with respect to any Acquisition Proposal or (iii) provide any potential non-public information to, or afford access to the business, properties, assets, books or records of the Company and its Subsidiary to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal. The Company shall and shall cause its directors and officers to, and shall direct its Representatives to, (Ix) promptly immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal, (y) as soon as reasonably practicable (and in any event within one business day after receiptthree (3) notify Parent Business Days) request in writing the prompt return or destruction of all confidential information provided by or on behalf of the receipt Company or its Subsidiary to any such Person and (z) as soon as reasonably practicable (and in any event within three (3) Business Days) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Notwithstanding the foregoing, the Company and its Representatives may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 6.3(a), (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely if and to the extent necessary to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made or, to the Knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3. (b) Notwithstanding Section 6.3(a) or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after provision of this Agreement, if at any time following the date of this AgreementAgreement and prior to the Acceptance Time, which notice shall include (i) the identity Company has received a written Acquisition Proposal that did not, directly or indirectly, result from a material breach of Section 6.3(a) and (ii) the person Company Board or a committee thereof determines in good faith, after consultation with outside counsel and a financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal, then the Company may (A) furnish information with respect to the Company to the Person making such Acquisition Proposal and the material terms thereof its Representatives and (IIB) keep Parent reasonably informed of the status participate in discussions or negotiations with such Person and details (including any material developments with respect to its Representatives regarding such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent ; provided that the Company or its Board of Directors from: may only take the actions described in clauses (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offerA) or from making any disclosure to (B) above if the Company’s stockholders as, Company Board determines in the good faith judgment of the Board of Directors of the Companyfaith, after receiving advice from consultation with outside counsel, is consistent that the failure to take any such action would be, or would reasonably be expected to be, inconsistent with its obligations hereunder and is required by fiduciary duties under applicable Law; provided, further, that (ii1) prior to obtaining the Company Requisite Voteshall not, providing access and shall instruct its Representatives not to, disclose any material non-public information to its propertiessuch Person unless the Company has, books and records and providing information or data in response to first enters into, a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on with such Person with terms substantially similar governing confidentiality that, taken as a whole, are not materially less restrictive or materially more favorable to the other Person than those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for Agreement, and does not prohibit the Company from providing any information to be able to comply Parent in accordance with this Section 6.3 or otherwise prohibit the Company from complying with its obligations under this Agreement); Section 6.3, and (iii2) prior to obtaining the Company Requisite Voteshall, contacting concurrently therewith or as promptly as reasonably practicable thereafter, and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), event within one (1) the Board of Directors of Business Day, provide or make available to Parent any material non-public information concerning the Company provided or made available to such other Person that was not previously provided or made available to Parent and Purchaser. The Company shall have determined not, directly or indirectly, release any Person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company is a party; provided that if the Company Board determines in good faith, after consultation with its outside legal counsel and its financial advisor thatcounsel, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such actionLaw, the Company may waive any such standstill provision solely to the extent necessary to permit the applicable Person (if such Person has not been solicited in breach of this Section 6.3) to make, on a confidential basis to the Company Board, an Acquisition Proposal, conditioned upon such Person agreeing that the Company shall provide written notice not be prohibited from providing any information to Parent of (including regarding any such matterAcquisition Proposal) in accordance with, and otherwise complying with, this Section 6.3. (bc) Neither the Board of Directors The Company shall promptly (and in any event within one (1) Business Day) notify Parent in writing (email being acceptable) of the receipt by the Company nor of any committee thereof Acquisition Proposal, inquiry, request for information or other indication by any Person that it is considering making an Acquisition Proposal. The Company shall (i) provide Parent promptly (and in any event within such one (1) Business Day period) the material terms and conditions of any such inquiry or Acquisition Proposal (including any subsequent amendments, modifications or supplements thereto), together with copies of all material written proposals or offers related thereto, and the identity of the Person making any such inquiry or Acquisition Proposal and (ii) keep Parent reasonably informed of any material developments regarding any Acquisition Proposal (including any changes to the material terms thereof). (d) The Company Board and each committee thereof shall not, subject to the terms and conditions of this Agreement, (i) approve or recommend, adopt or approve, or propose publicly to approve or recommend, adopt or approveauthorize, any Acquisition Proposal cause or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow permit the Company or any of its subsidiaries to execute) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option license agreement, merger agreement, joint venture agreement, partnership agreement, collaboration agreement, revenue-sharing agreement or other similar definitive agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant referred to and entered into in compliance with Section 6.5(a6.3(b)) (relating to, or that would reasonably be expected to lead to, any such documentation, “Acquisition Proposal Documentation(an “Alternative Acquisition Agreement”). ) or (ii) make a Change of Board Recommendation. (e) Notwithstanding the foregoing Section 6.3(d) or any other provision of this Section 6.5 Agreement, prior to the contrary, if, at any time prior to obtaining Acceptance Time: (i) the Company Requisite Vote, may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company’s Board of Directors determines, in response to Company receives an Acquisition Proposal that was unsolicited and that did not otherwise not, directly or indirectly, result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A6.3(a) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, and that the Company may only take such actions at Board or a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and that the failure to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period; (ii) the Company Board or a committee thereof may make a Change of Board Recommendation if (A) the Company receives an Acquisition Proposal that did not, directly or indirectly, result from a material breach of Section 6.3(a), and the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, that the Acquisition Proposal constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (C) no earlier than the end of the Notice Period, the Company Board or a committee thereof determines in good faith that the failure to make a Change of Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law and that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period; and (iii) other than in connection with an Acquisition Proposal, the Company Board or a committee thereof may make a Change of Board Recommendation in response to an Intervening Event if (A) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (B) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith, after consultation with outside counsel and considering the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period, that the failure to effect a Change of Board Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (iv) The provisions of this Section 6.3(e) apply to any amendment to the financial or other material terms of any applicable Superior Proposal with respect to Section 6.3(e)(i) and Section 6.3(e)(ii) and require a revised Determination Notice and a new Notice Period pursuant to clause (i)(C) or (ii)(C) as the case may be. During the Notice Period, if requested by Parent, the Company shall negotiate in good faith with Parent regarding potential changes to this Agreement in such a manner that would eliminate the need for taking the actions set forth in Section 6.3(e)(i) and Section 6.3(e)(ii) (and in respect of a Superior Proposal, would cause such Superior Proposal to no longer constitute a Superior Proposal). (f) Nothing contained in this Agreement prohibits (i) the Company Board or a committee thereof from (A) taking and disclosing to the holders of Shares a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any public statement if the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, that the failure to make such statement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or (ii) the Company or the Company Board from making any disclosure required under the Exchange Act; provided that any such action that would otherwise constitute a Change of Board Recommendation shall be made only in compliance with Section 6.3(d) and Section 6.3(e) (it being understood that: (x) any “stop, look and listen” letter or similar communication limited to the information described in Rule 14d-9(f) under the Exchange Act and (y) any disclosure of information to the holders of Shares that only describes the Company’s outside legal receipt of an Acquisition Proposal and financial advisorsthe operation of this Agreement with respect thereto and contains a statement that the Company Board has not effected a Change of Board Recommendation, in each case, shall be deemed not to be a Change of Board Recommendation). (g) The Company acknowledges and considering such factors as agrees that, for purposes of determining whether a breach of this Section 6.3 has occurred, the Board actions of Directors the Company’s directors and Representatives acting in their authorized capacities on behalf of the Company considers shall be deemed to be appropriate (including the conditionality actions of the Company, and the timing Company shall be responsible for any breach of this Section 6.3 by its directors and likelihood Representatives acting in their authorized capacities on behalf of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that (i) it and its executive officers and directors shall not, nor shall it permit any subsidiary to, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it the Company shall use reasonable its best efforts to ensure that cause its officers, directors, employees, representatives and its subsidiaries’ agents agents, including, but not limited to, investment bankers, attorneys and representatives (“Representatives”) shall notaccountants, (A) not to), directly or indirectly, encourage, solicit, initiateparticipate in or initiate discussions or negotiations with, knowingly encourage or knowingly facilitate provide any inquiries information to, any corporation, partnership, person or other entity or group (other than the making Purchaser or any of its affiliates or representatives) concerning any proposal or offer with respect to (x) a merger, tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal subsidiary thereof or offer to acquire in any manner (1) 10% the sale of all or more a significant portion of the equity interests (measured by economic or voting power) in the Company on a consolidated basisassets, or (2) 10% the sale of shares of capital stock or more of the assets debt securities of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (or any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”)subsidiary thereof, or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records similar transaction involving the Company or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, subsidiary thereof (an Acquisition Proposal"ACQUISITION PROPOSAL"). The Company agrees that it will, and it will cause its subsidiaries and Representatives each subsidiary to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of foregoing. Notwithstanding the foregoing, the Company may (i) furnish information concerning its business, properties or assets to any Acquisition Proposal (or any request for information corporation, partnership, person or other inquiry that may reasonably be expected entity or group pursuant to lead to an Acquisition Proposal) appropriate confidentiality agreements (which request is unsolicited after the date of this Agreement), and (ii) negotiate and participate in discussions and negotiations with any such entity or group concerning an Acquisition Proposal (x) if such entity or group has submitted a bona fide written proposal to the Board of Directors of the Company relating to any such transaction which notice shall include the Board determines represents a Superior Proposal (as defined in Section 6.2(b)) and (y) if, in the opinion of the Board of Directors of the Company, only after receipt of advice from outside legal counsel to the Company, the failure to engage in such discussions or negotiations would cause the Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. The Company will promptly communicate to the Purchaser the terms of any proposal, discussion, negotiation or inquiry (and will disclose the substance of any written materials received by the Company in connection with such proposal, discussion, negotiation, or inquiry) and the identity of the person party making such proposal or inquiry which it may receive in respect of any such transaction. (b) Subject to the following sentence, the Board of Directors of the Company shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by such Board of Directors of the Merger, (ii) solicit, approve or recommend, or propose to solicit, approve or recommend, any Acquisition Proposal and or (iii) approve or authorize the material terms thereof and (II) keep Parent reasonably informed Company or any of the status and details (including its subsidiaries entering into any material developments agreement with respect to such any Acquisition Proposal). Notwithstanding the foregoing, nothing contained in the event the Board of Directors of the Company receives an Acquisition Proposal that, based on the advice of outside counsel, the Board of Directors is required to consider in the exercise of its fiduciary obligations and that it determines to be a Superior Proposal, the Board of Directors may (subject to the following sentences) withdraw or adversely modify its approval or recommendation of the Merger and approve or recommend any such Superior Proposal, approve or authorize the Company's entering into an agreement with respect to such Superior Proposal, approve the solicitation of additional Acquisition Proposals or terminate this Agreement shall prevent Agreement, in each case at any time after the fifth business day following notice to the Purchaser (a "NOTICE OF SUPERIOR PROPOSAL") advising the Purchaser that the Board of Directors has received a Superior Proposal, specifying the material terms of the structure of such Superior Proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if an Acquisition Proposal that was a Superior Proposal at the time of delivery of a Notice of Superior Proposal continues to be a Superior Proposal in light of any improved transaction proposed by the Purchaser prior to the expiration of the five business day period specified in the preceding sentence. In addition, if the Board of Directors proposes to withdraw or adversely modify its approval or recommendation of the Merger or to approve or recommend any Acquisition Proposal or to authorize the Company's entering into an agreement with respect to any Acquisition Proposal, concurrently with withdrawing or adversely modifying such approval or recommendation, approving or recommending such Acquisition Proposal or authorizing or approving the Company or any of its subsidiaries entering into such agreement, the Company shall pay, or cause to be paid, to the Purchaser the Termination Fee (as defined in Section 8.2(b)) upon the consummation of the transaction contemplated by such agreement. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any bona fide Acquisition Proposal to merge with the Company or any of its subsidiaries or to acquire, directly or indirectly, a material equity interest in or a significant amount of voting securities or assets of the Company or any of its subsidiaries for consideration consisting of cash and/or securities, and otherwise on terms which the Board of Directors from: of the Company determines in its good faith reasonable judgment (ibased on the advice of a financial advisor of nationally recognized reputation, including, without limitation, Prudential Vector) to provide greater aggregate value to the Company's stockholders than the Merger (or otherwise proposed by the Purchaser as contemplated above). Nothing contained herein shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a14d-9(e) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s Purchaser's receipt of written notice advising Parent a Notice of Superior Proposal provided that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments does not withdraw or modify its position with respect to the terms and conditions of this Agreement so that such Merger or approve or recommend an Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct its representatives, not to, directly or indirectly: (a) The initiate, solicit or engage in any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company agrees that (i) it and its executive officers and directors shall notor any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (iib) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other arrangement or agreement relating to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall notan Acquisition Proposal, (Ac) directly grant any waiver, amendment or indirectlyrelease under any confidentiality agreement in connection with an Acquisition Proposal or the anti-takeover laws of any state, solicit, initiate, (d) otherwise knowingly encourage or knowingly facilitate any inquiries such inquiries, proposals, discussions, or the making of negotiations or any proposal effort or offer with respect attempt by any Person to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basismake an Acquisition Proposal, or (2e) 10% agree or more otherwise commit to enter into or engage in any of the assets foregoing. The Company also agrees that immediately following the execution of the Company on a consolidated basisthis Agreement it shall, and shall cause each of its Subsidiaries and shall instruct any of its or its Subsidiaries’ respective Affiliates, directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants) to, cease any solicitations, discussions or negotiations with any Person (other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as parties hereto and their respective representatives) conducted heretofore in connection with an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records Proposal or any confidential inquiry or request for information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, or result in, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Article X hereof, the Company agrees that (i) it and its executive officers and directors the Sellers shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it the Company shall use its reasonable best efforts to ensure that cause its and directors, officers, employees, or any of its subsidiaries’ investment bankers, attorneys, accountants or other advisors, agents and or representatives (“Representatives”) shall notnot to, (A) directly or indirectly, participate in any discussions or negotiations regarding, or solicit, initiate, knowingly initiate or encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead tosubmission of, an Acquisition Proposal, or furnish to any Person any information for any purpose in connection with an Acquisition Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing. The Company agrees that it willwill (a) immediately notify Buyer orally and in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Person with respect to any Acquisition Proposal or proposal which could lead to an Acquisition Proposal, (b) immediately notify Buyer of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the request for information, and it (c) in the event a third party makes a written offer or proposal to the Company with respect to any Acquisition Proposal, the Company will promptly send to Buyer a copy of any such written offer or proposal. The Company and the Sellers shall, and shall cause its subsidiaries each of their respective officers, directors, employees, investment bankers, attorneys, accountants and Representatives other advisors, agents or representatives to, immediately cease and cause to be terminated any existing activitiesall discussions and negotiations that have taken place prior to the date hereof, discussions or negotiations if any, with any persons conducted heretofore Persons with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such actionIn addition, the Company shall provide take all steps reasonably necessary to enforce any existing standstill, non-solicitation, confidentiality or other agreements between the Company and third parties relating to any Acquisition Proposal, and shall not terminate, waive or modify such agreements prior to the Closing without the prior written notice to Parent of such matter. (b) Neither the Board of Directors consent of the Buyer. The Company nor agrees that it shall be responsible for any committee thereof shall (i) recommendbreach of this Section 6.9 by any of its directors, adopt or approveofficers, or propose publicly to recommendemployees, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intentinvestment bankers, memorandum of understandingattorneys, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement accountants or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentationadvisors, “Acquisition Proposal Documentation”). Notwithstanding agents or representatives, as if the foregoing or any other provision of this Section 6.5 were parties to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsbound by this Section 6.9.

Acquisition Proposals. (a) The Company agrees that (i) after the date hereof neither it and nor any of its executive Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) that it shall direct and use its reasonable best efforts to ensure that cause its and its subsidiaries’ Subsidiaries' employees, agents and representatives (“Representatives”including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall notnot to, (A) directly or indirectly, solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or other business combination similar transaction involving the Company and/or it or any of its subsidiaries material Subsidiaries, or (y) any proposal purchase or offer to acquire in any manner (1) 10sale of all or 20% or more of the equity interests (measured by economic securities of it or voting power) in the Company on a consolidated basis, any of its material Subsidiaries or (2) 10% or more of the assets of the Company on it and its Subsidiaries taken as a consolidated basis, other than the transactions contemplated by this Agreement whole (any such proposal or offer, other than a proposal or offer made by Parent or an affiliate thereof, being hereinafter referred to as an “Acquisition Proposal”"ACQUISITION PROPOSAL"); PROVIDED, HOWEVER, that the Company may take any of the foregoing actions to the extent such actions are in connection with any transaction permitted under SECTION 4.1(E) or 4.1(F). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (Bincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly participate in or knowingly encourage indirectly, have any negotiations or discussions concerning, discussion with or provide access to its properties, books and records or any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Company and its Board of Directors, including all of the aforementioned Persons, shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, and (B) in response to an unsolicited bona fide written Acquisition Proposal by any Person, (I) furnish information to, any person relating request information from, and engage in discussions or negotiations with the Person making such Acquisition Proposal and (II) recommend such an unsolicited bona fide written Acquisition Proposal to or take any other action to knowingly facilitate any inquiries or the making stockholders of any proposal that constitutesthe Company, or may withdraw or modify in any adverse manner its approval or recommendation of this Agreement, if and only to the extent that, in any such case as is referred to in clause (B), (i) the Board of Directors of the Company concludes in good faith that such Acquisition Proposal (x) in the case of clause (I) above could reasonably be expected to lead toconstitute or result in a Superior Proposal or (y) in the case of clause (II) above constitutes a Superior Proposal (after giving effect to any concessions which are offered by Parent, if any, following delivery of notice to Parent required pursuant to SECTION 7.1(F)), and (ii) prior to providing any information to any Person in connection with an Acquisition Proposal by any such Person, the Company receives from such Person an executed confidentiality agreement and standstill agreement no less favorable in the aggregate to the Company than the Confidentiality Agreement. The Company agrees that it will keep Parent informed as promptly as practicable (but in any case by the end of the next Business Day) of the status and material terms of any such proposals or offers, including any material revisions thereof, and any material developments in the status of any such material discussions or negotiations, including the identity of any Person making an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company agrees that (i) it and its executive officers and directors Subsidiaries shall not, (ii) and the Company shall instruct and use its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that cause its and representatives acting on its subsidiaries’ agents and representatives or their behalf, not to (“Representatives”i) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate initiate any inquiries or the making of negotiations with any proposal or offer Person with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerningto, or provide access to its properties, books and records or any confidential non-public information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow concerning the Company or any of its subsidiaries the Company’s Subsidiaries to executeany Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding, understanding or agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response agreement relating to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (Aiii) grant any waiver, amendment or release under any confidentiality agreement or the Company anti-takeover laws of any state, in each case, in connection with an Acquisition Proposal, or its Board of Directors may terminate this Agreement(iv) otherwise knowingly facilitate any such inquiries, (B) proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. Notwithstanding anything to the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of contrary in this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation and its Subsidiaries and their respective representatives shall not be restricted pursuant to the foregoing sentence with respect to such Superior Proposal; provided, that the Company may only take such any actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions explicitly contemplated by this Agreement and (iiincluding the PIPE Investment) is reasonably capable of being consummated, including, without limitation, or the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsAncillary Agreements.

Acquisition Proposals. (a) The Neither the Company agrees that nor the Stockholder shall (whether directly or indirectly through advisors, agents or other intermediaries), nor shall the Company or the Stockholder authorize or permit any of its or their officers, directors, employees, agents, representatives, advisors or subsidiaries to (i) it and its executive officers and directors shall notsolicit, initiate or take any action knowingly to facilitate or encourage the submission of inquiries, proposals or offers from any person (iiother than Sub or Parent) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts relating to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly any acquisition or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making purchase of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on or of any class of equity securities of the Company, (B) any tender offer (including a consolidated basisself tender offer) or exchange offers, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”)Agreement, or (BD) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries transaction the consummation of which would or the making of any proposal that constitutes, or may could reasonably be expected to lead toimpede, interfere with, prevent or materially delay the Merger (individually, "TRANSACTION PROPOSAL"; collectively, "TRANSACTION PROPOSALS"), or agree to or endorse any Transaction Proposal, or (ii) enter into or participate in any discussions, negotiations or agreements regarding any Transaction Proposal, or furnish to any other person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any other person (other than Sub or Parent) to do or seek any of the foregoing; provided, however, that the foregoing shall not prohibit the Company or the Stockholder (either directly or indirectly through advisors, agents or other intermediaries) from, prior to the approval of the stockholders of the Stockholder (A) furnishing information pursuant to an Acquisition appropriate confidentiality letter concerning the Company and its businesses, properties or assets to a third party who has made a bona fide Transaction Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, (B) engaging in discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition such a third party who has made a bona fide Transaction Proposal. The Company shall , (IC) promptly (and in any event within one business day after receipt) notify Parent in writing of the following receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition a bona fide Transaction Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and or Rule 14e-2(a) promulgated under the Exchange Act or otherwise making disclosure to its stockholders, or (D) taking any action required to be taken by the Company or the Stockholder pursuant to a non-appealable, final order by any similar communication court of competent jurisdiction, but in each case referred to stockholders in connection with the making or amendment of a tender offer or exchange offerforegoing clauses (A) through (D) or from making any disclosure Section 6.12(b) only to the Company’s stockholders as, in extent that a majority of the good faith judgment disinterested members of the Board of Directors of the Company, after receiving Stockholder shall have concluded in good faith on the basis of written advice (or advice confirmed in writing) from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its contrary to the fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company Stockholder to the stockholders of the Stockholder under applicable law; provided, further, that, to the extent that it may do so without acting in a manner contrary to its fiduciary duties under applicable law, the Board of Directors of the Stockholder shall not take any of the foregoing actions referred to in clauses (i) through (iii) and Section 6.12(b) until after reasonable notice to Parent with respect to such action and that such Board of Directors shall continue to advise Parent after taking such proposal and the identity of the person making it. (b) Except as expressly permitted by this Section 6.12, neither the Board of Directors of the Stockholder, nor any committee thereof shall (i) recommend, adopt withdraw or approvemodify, or propose publicly to recommendwithdraw or modify, adopt in a manner adverse to Parent, the approval or approverecommendation by such Board of Directors or such committee of the Merger or this Agreement, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute approve or recommend, or propose publicly to approve or recommend, any Transaction Proposal, or (or allow iii) cause the Company or any of its subsidiaries the Stockholder to execute) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than each, a confidentiality agreement pursuant "COMPANY ACQUISITION AGREEMENT") related to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”)Transaction Proposal. Notwithstanding the foregoing or any other provision of this Section 6.5 to foregoing, in the contrary, if, event that at any time prior to obtaining the Company Requisite Vote, approval of the Company’s Board stockholders of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) Stockholder the Board of Directors of the Company Stockholder determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to it's stockholders under applicable law, the Board of Directors of the Stockholder may approve or recommend such Superior Proposal (subject to its stockholders and/or this and the following sentences) terminate this Agreement pursuant to Section 9.1(i) and 9.4 (C) and concurrently with the termination of this Agreementor after such termination, if it so chooses, cause the Company may and the Stockholder to enter into or execute any Company Acquisition Proposal Documentation Agreement with respect to such Superior any New Proposal; provided), that the Company may but only take such actions at a time that is prior to the approval of the stockholders of the Stockholder and is after the later of (x) the third business day following Parent’s 's receipt of written notice advising Parent that the Board of Directors of the Company has received Stockholder is prepared to accept a Superior New Proposal. Such written notice shall specify , specifying the material terms and conditions of such Superior New Proposal and identify identifying the person making such Superior Proposal. During such three business day period, New Proposal and (y) in the Company shall provide an opportunity for Parent to propose such adjustments event of any amendment to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.price

Acquisition Proposals. (a) The During the period (the “Go-Shop Period”) commencing on the date of this Agreement and continuing until 11:59 p.m. (New York Time) on December 10, 2015 (the day on which the Go-Shop Period ends, the “No-Shop Period Start Date”), the Company agrees that (i) it and its executive Subsidiaries and their respective directors, officers and directors shall notor other employees, controlled affiliates, or any investment banker, attorney, accountant or other agent or representative retained by any of them (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (collectively, “Representatives”) shall not, have the right to (Ai) directly or indirectly, solicit, initiate, knowingly solicit and encourage or knowingly facilitate any inquiries inquiry or the making of any proposal or offer with respect that constitutes an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (x) a tender offer or exchange offerconfidentiality agreement entered into by such Person containing confidentiality terms that are no more favorable in the aggregate to such Person than those contained in the Confidentiality Agreement, proposal for a merger, consolidation or other business combination involving except with regard to standstill provisions (unless the Company and/or its subsidiaries offers to amend the Confidentiality Agreement to reflect such more favorable terms), or (y) any proposal or offer to acquire in any manner (1) 10% or more the extent applicable, the confidentiality agreement entered into with such Person prior to the date of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as confidentiality agreement, an “Acquisition ProposalAcceptable Confidentiality Agreement”); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into or (B) directly otherwise participate in any discussions or indirectly negotiations with any Persons or group of Persons with respect to any Acquisition Proposals and cooperate with or assist or participate in or knowingly encourage facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. No later than one (1) Business Day after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person or group of Persons from whom the Company received a written Acquisition Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date and provide to Parent (x) a copy of any Acquisition Proposal made in writing and any other written material terms or proposals provided (including financing commitments) to the Company or any of its Subsidiaries, (y) the identity of the Person or Persons making such Acquisition Proposal and (z) a written summary of the material terms of any Acquisition Proposal not made in writing (including any terms proposed orally or supplementally). (b) Except as may relate to any Excluded Party (but only for as long as such Person or group is an Excluded Party) or as expressly permitted by this Section 6.2, from and after the No-Shop Period Start Date, the Company and its Subsidiaries shall, and the Company shall cause its and its Subsidiaries’ Representatives to, immediately cease any activities permitted by Section 6.2(a) and any discussions concerningor negotiations with any Person or group that may be ongoing with respect to any Acquisition Proposal. With respect to any Person or group with whom such discussions or negotiations have been terminated, the Company shall terminate such Persons’ access to any data room containing the Company’s or any of its Subsidiaries’ confidential information and use its reasonable best efforts to promptly require such Person or group to promptly return or destroy in accordance with the terms of the applicable confidentiality agreement any information furnished by or on behalf of the Company. (c) Except as may relate to any Excluded Party (for so long as such Person or group is an Excluded Party) or as expressly permitted by this Section 6.2, from the No-Shop Period Start Date continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate, cause or induce the making, submission or announcement of, or provide knowingly encourage, facilitate or assist, an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to its the business, properties, books and assets, books, records or other non-public information, or to any confidential information personnel, of the Company or data toany of its Subsidiaries, in any person relating such case with the intent to induce the making, submission or take any other action announcement of, or the intent to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, constitute an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, (iii) participate or engage in discussions or negotiations with any persons conducted heretofore Person with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal, or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement). (d) Notwithstanding anything to the contrary set forth in this Section 6.2 or elsewhere in this Agreement, at any time prior to the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time and after providing Parent not less than 24 hours’ written notice of its intention to take such actions, if the date Company receives from any Person a bona fide, written and unsolicited (except to the extent solicited in accordance with and not in violation of this Agreement, which notice shall include the identity of the person making such ) Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed not involving a breach of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent that the Company Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) either constitutes or its is reasonably expected to constitute a Superior Proposal, the Company Board of Directors frommay, directly or indirectly through the Company’s Representatives: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (participate or any similar communication to stockholders engage in connection discussions or negotiations with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; such Person and/or (ii) prior furnish to obtaining such Person any non-public information relating to the Company Requisite Vote, providing or any of its Subsidiaries and/or afford such Person access to its the business, properties, books and assets, books, records and providing or other non-public information, or the personnel, of the Company or any of its Subsidiaries, in each case under this clause (ii) pursuant to an Acceptable Confidentiality Agreement, provided that contemporaneously with furnishing any non-public information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if such Person, the Board of Directors receives from Company furnishes such non-public information to Parent to the person so requesting extent such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for has not been previously furnished by the Company to be able to comply with its obligations under this Agreement)Parent; (iii) prior to obtaining provided, however, that in the Company Requisite Vote, contacting and engaging in discussions with case of any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only action taken pursuant to the extent that in connection with the foregoing clauses preceding clause (iii) or (ivii), (1A) the Company Board of Directors of the Company shall have determined determines in good faith, faith (after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (ycounsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law the DGCL and (2B) prior to taking the Company gives Parent written notice of the identity of such actionPerson, a copy of the Acceptable Confidentiality Agreement entered into with such Person, the Company shall provide written notice to Parent material terms of such matterAcquisition Proposal and of the Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such Acquisition Proposal). Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by the Company’s Subsidiaries or Representatives shall be deemed to be a breach of this Section 6.2 by the Company. (be) Neither From the Board No-Shop Period Start Date until the earlier to occur of Directors the termination of this Agreement pursuant to Article IX and the Acceptance Time, neither the Company nor any committee thereof of its Subsidiaries shall (i) recommendterminate, adopt amend, modify or approvewaive any rights under, or propose publicly to recommend, adopt or approverelease any Person (other than Parent and Acquisition Sub) from, any Acquisition Proposal “standstill” or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow other similar agreement between the Company or any of its subsidiaries Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to executetake such action would reasonably be expected to be inconsistent with its fiduciary duties under the DGCL. (f) In addition to the obligations of the Company set forth in this Section 6.2, following the No-Shop Period Start Date, the Company shall promptly notify Parent if any director or executive officer of the Company becomes aware of any receipt by the Company of (i) any letter of intentAcquisition Proposal, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting (ii) any request for information that would reasonably be expected to constitute an Acquisition Proposal or (other than a confidentiality agreement pursuant iii) any inquiry with respect to, or which would reasonably be expected to Section 6.5(a)) (lead to, any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite VoteProposal, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal Acquisition Proposal, request or inquiry, and identify the person identity of the Person or group making any such Superior Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such Acquisition Proposal). During The Company shall keep Parent reasonably informed of the status and terms of any such three business day periodAcquisition Proposal, request or inquiry and the Company shall provide an opportunity for Parent with a written summary of the material terms of any other written materials received from such Person that relate to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company inquiry or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Feerequest. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. (a) The Company agrees that (i) it will not, and will not permit or cause any of its executive Subsidiaries or any of the officers and directors of it or its Subsidiaries to, and shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that direct its and its subsidiaries’ agents Subsidiaries' employees and representatives (“Representatives”) shall notRepresentatives not to, (A) directly or indirectly, initiate, solicit, initiate, knowingly encourage or knowingly otherwise facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, reorganization, share exchange, consolidation or other business combination involving the Company and/or its subsidiaries similar transaction involving, or (y) any proposal or offer to acquire in any manner (1) 10purchase of 15% or more of the Assets or any equity interests (measured by economic or voting power) in securities of, the Company on a consolidated basis, or (2) 10% or more any of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement its Subsidiaries (any such proposal or offer being hereinafter referred to as an “"Acquisition Proposal”"). The Company will not, and will not permit or (B) cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to and shall direct its and its Subsidiaries' employees and Representatives not to, directly or indirectly participate indirectly, engage in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, or have any person discussions with, any Person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal (including, without limitation, by means of an amendment to the Rights Agreement); provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or (ii) at any time after the date hereof, if the Merger shall not have been approved by the Company Requisite Vote as of such time, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in the Parent Confidentiality Agreement; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account, to the extent relevant, the long-term prospects and interests of the Company and its stockholders (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons parties conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposalof the foregoing. The Company shall (I) agrees that it will take the necessary steps to inform promptly (the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 7.2 and in any event within one business day after receipt) the Confidentiality Agreement. The Company will notify Parent in writing of the receipt of immediately if any Acquisition Proposal (such inquiries, proposals or offers are received by, any such information is requested from, or any request for information such discussions or other inquiry that may reasonably negotiations are sought to be expected to lead to an Acquisition Proposal) after the date initiated or continued with, any of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company its or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (Subsidiaries' directors, employees or any similar communication to stockholders Representatives indicating, in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such actionnotice, the Company shall provide written notice to Parent name of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited Person and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal any proposals or offers and identify thereafter shall keep Parent informed, on a current basis, on the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the status and terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at proposals or offers and the discretion status of Parent at the timeany such negotiations or discussions. The Company or also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its Board consideration of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any an Acquisition Proposal made to return or destroy all confidential information heretofore furnished to such Person by a third party for more than 50% or on behalf of the outstanding equity interests in the Company it or more than 50% any of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rightsSubsidiaries.

Acquisition Proposals. (a) The Company agrees that From the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement, Sellers and their Affiliates shall not, and shall cause their Representatives not to, directly or indirectly (i) it solicit, initiate, support, encourage, facilitate or accept any inquiries, proposals, offers or other indications of interest by or from any Person other than Buyer, Reinsurers and its executive officers and directors shall nottheir respective Affiliates acting together (the “Acquisition Parties”) with respect to an Acquisition Proposal, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and enter into, maintain, continue or otherwise participate in any discussions, conversations, negotiations or other communications with any Person other than the Acquisition Parties with respect to an Acquisition Proposal, (iii) it shall use reasonable best efforts furnish or confirm any information to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall notany Person other than the Acquisition Parties in connection with an Acquisition Proposal, (Aiv) directly otherwise assist, facilitate or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of, or cooperate in any way regarding, any inquiry, proposal, offer, request or other indication of interest by or from any proposal or offer Person other than the Acquisition Parties with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basisan Acquisition Proposal, or (2v) 10% enter into any term sheet, letter of intent, agreement or more of the assets of the Company on a consolidated basisother non-binding or binding understanding or arrangement (whether oral or written) with, or accept or agree to any offer or proposal by or from, any Person other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred Acquisition Parties with respect to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will. (b) From the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement, Sellers and each of their Affiliates shall, and it will shall cause its subsidiaries and their respective Representatives to, immediately cease and cause to be terminated terminate immediately any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt furtherance of any Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (Person other than a confidentiality agreement pursuant to Section 6.5(a)) (any such documentation, “the Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination FeeParties. (c) For purposes of this AgreementSection 7.7, “Superior Acquisition Proposal” shall mean means any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests following transactions, whether direct or indirect (but excluding, in each case, this Agreement and the Company or more than 50% of Ancillary Agreements and the consolidated assets of the Company transactions contemplated hereby and its subsidiaries, taken as a whole, thereby): (i) on terms that any acquisition, purchase or other transaction involving the Board direct or indirect sale or transfer of Directors all or any material portion of the Company determined Business or the Acquired Assets (excluding reinsurance or sales of investment assets in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board ordinary course of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposalbusiness), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable any merger, consolidation, business combination, reorganization, dissolution, recapitalization or similar transaction involving the transfer of being consummated, including, without limitation, the receipt any material portion of the approvals Business or the Acquired Assets, or (iii) any bulk reinsurance or similar transaction involving all or any material portion of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent the Business or their respective affiliates pursuant to contractual approval or consent rightsthe Acquired Assets (excluding reinsurance in the ordinary course of business).

Acquisition Proposals. (a) The Company agrees that shall not, and shall cause its directors and officers not to, and shall instruct its Representatives not to: (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectlyindirectly initiate, solicit, initiate, or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer with respect to (x) a tender offer that constitutes or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, an to any Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to(ii) directly or indirectly engage in, immediately cease and cause to be terminated enter into or participate in any existing activities, discussions or negotiations with any persons conducted heretofore Person with respect to any Acquisition Proposal or (iii) provide any potential non-public information to, or afford access to the business, properties, assets, books or records of the Company and its Subsidiaries to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal. The Company shall and shall cause its directors and officers to, and shall direct its Representatives to, (Ix) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal, (y) as soon as reasonably practicable (and in any event within one Business Day) request in writing the prompt return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person or developed using any such information and (z) as soon as reasonably practicable (and in any event within one Business Day) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Notwithstanding the foregoing, the Company and its Representatives may, solely in response to a bona fide inquiry or proposal that did not result from a material breach of this Section 6.3(a), inform a Person that has made or, to the Knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3. (b) Notwithstanding Section 6.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the Acceptance Time, (i) the Company has received a written bona fide Acquisition Proposal that did not, directly or indirectly, result from a material breach of Section 6.3(a) and (ii) the Company Board or a committee thereof determines in good faith, after consultation with outside counsel and a financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal, then the Company may (A) furnish information with respect to the Company to the Person making such Acquisition Proposal and its Representatives and (B) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal; provided that the Company may only take the actions described in clauses (A) or (B) above if the Company Board determines in good faith, after consultation with outside counsel, that the failure to take any such action would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under applicable Law; provided, further, that (1) the Company shall not, and shall instruct its Representatives not to, disclose any material non-public information to such Person unless the Company has, or first enters into, a confidentiality agreement with such Person with terms governing confidentiality that, taken as a whole, are not materially less restrictive or materially more favorable to the other Person than those contained in the Confidentiality Agreement, and that does not prohibit the Company from providing any information to Parent in accordance with this Section 6.3 or otherwise prohibit the Company from complying with its obligations under this Section 6.3, and (2) the Company shall, concurrently therewith or as promptly as reasonably practicable thereafter, and in any event within one Business Day, provide or make available to Parent any material non-public information concerning the Company provided or made available to such other Person that was not previously provided or made available to Parent and Purchaser. The Company shall not, directly or indirectly, release any Person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company is a party. (c) The Company shall promptly (and in any event within one business day after receiptBusiness Day) notify Parent in writing (email being acceptable) of the receipt by the Company of any Acquisition Proposal (or any Proposal, inquiry, request for information or other inquiry indication by any Person that may it is considering making an Acquisition Proposal, or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal. The Company shall (i) after provide Parent promptly (and in any event within such one Business Day period) the date material terms and conditions of this Agreementany such inquiry or Acquisition Proposal (including any subsequent amendments, which notice shall include modifications or supplements thereto), together with copies of all material documents related thereto, and the identity of the person Person making any such inquiry or Acquisition Proposal and the material terms thereof and (IIii) keep Parent reasonably informed of the status and details any material developments, discussions or negotiations regarding any Acquisition Proposal (including any material developments with respect changes to such Acquisition Proposalthe terms thereof). Notwithstanding . (d) The Company Board and each committee thereof shall not, subject to the foregoingterms and conditions of this Agreement, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (approve or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to approve or recommend, adopt or approveauthorize, any Acquisition Proposal cause or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow permit the Company or any of its subsidiaries to execute) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option license agreement, merger agreement, joint venture agreement, partnership agreement, collaboration agreement, revenue-sharing agreement or other similar definitive agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant referred to and entered into in compliance with Section 6.5(a6.3(b)) (relating to, or that would reasonably be expected to lead to, any such documentation, “Acquisition Proposal Documentation(an “Alternative Acquisition Agreement”). ) or (ii) make a Change of Board Recommendation. (e) Notwithstanding the foregoing Section 6.3(d) or any other provision of this Section 6.5 Agreement, prior to the contrary, if, at any time prior to obtaining Acceptance Time: (i) the Company Requisite Vote, may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company’s Board of Directors determines, in response to Company receives an Acquisition Proposal that was unsolicited and that did not otherwise not, directly or indirectly, result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A6.3(a) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, and that the Company may only take such actions at Board or a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and that the failure to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period; (ii) the Company Board or a committee thereof may make a Change of Board Recommendation if (A) the Company receives an Acquisition Proposal that did not, directly or indirectly, result from a material breach of Section 6.3(a), and the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, that the Acquisition Proposal constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (C) no earlier than the end of the Notice Period, the Company Board or a committee thereof determines in good faith that the failure to make a Change of Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law and that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period; and (iii) other than in connection with an Acquisition Proposal, the Company Board or a committee thereof may make a Change of Board Recommendation in response to an Intervening Event if (A) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation and (B) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith, after consultation with outside counsel and considering the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period, that the failure to effect a Change of Board Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. The provisions of this Section 6.3(e) apply to any amendment to the financial or other material terms of any applicable Superior Proposal with respect to Section 6.3(e)(i) and Section 6.3(e)(ii) and require a revised Determination Notice and a new Notice Period pursuant to clause (i)(C) or (ii)(C) as the case may be. During the Notice Period, if requested by Parent, the Company shall negotiate, and shall instruct its Representatives to negotiate, in good faith with Parent regarding potential changes to this Agreement in such a manner that would eliminate the need for taking the actions set forth in Section 6.3(e)(i) and Section 6.3(e)(ii) (and in respect of a Superior Proposal, would cause such Superior Proposal to no longer constitute a Superior Proposal). (f) Nothing contained in this Agreement prohibits (i) the Company Board or a committee thereof from (A) taking and disclosing to the holders of Shares a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any public statement if the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, that the failure to make such statement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or (ii) the Company or the Company Board from making any disclosure required under the Exchange Act; provided that any such action that would otherwise constitute a Change of Board Recommendation shall be made only in compliance with Section 6.3(d) and Section 6.3(e) (it being understood that: (x) any “stop, look and listen” letter or similar communication limited to the information described in Rule 14d-9(f) under the Exchange Act and (y) any disclosure of information to the holders of Shares that only describes the Company’s outside legal receipt of an Acquisition Proposal and financial advisorsthe operation of this Agreement with respect thereto and contains a statement that the Company Board has not effected a Change of Board Recommendation, in each case, shall be deemed not to be a Change of Board Recommendation). (g) The Company acknowledges and considering such factors as agrees that, for purposes of determining whether a breach of this Section 6.3 has occurred, the Board actions of Directors the Company’s directors and Representatives acting in their authorized capacities on behalf of the Company considers shall be deemed to be appropriate (including the conditionality actions of the Company, and the timing Company shall be responsible for any breach of this Section 6.3 by its directors and likelihood Representatives acting in their authorized capacities on behalf of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.

Acquisition Proposals. From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, each Seller agrees that such Seller will not, (a) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its subsidiaries’ agents and representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage seek, entertain, encourage, facilitate, support or knowingly facilitate induce the making, submission or announcement by any inquiries or the making Person of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to the acquisition by any Person (other than Buyer and its Affiliates) of any of the Purchased Interests, (b) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these exclusivity provisions) or negotiations regarding, or deliver or make available to any Person any information with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate regarding, any inquiries inquiry, expression of interest, proposal or the making of any proposal offer that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it willthe acquisition by any Person (other than Buyer and its Affiliates) of any of the Purchased Interests, and it will cause its subsidiaries and Representatives (c) agree to, accept, approve, endorse or recommend any transaction related to the acquisition by any Person (other than Buyer and its Affiliates) of the Purchased Interests, or (d) enter into any letter of intent or any other contract contemplating or otherwise relating to the acquisition by any Person (other than Buyer and its Affiliates) of the Purchased Interests. As of the date of this Agreement, each Seller agrees to (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons Person (other than Buyer or its Affiliates) conducted heretofore prior to the date hereof with respect to the acquisition by any Acquisition Proposal or any potential Acquisition Proposal. The Company shall Person (Iother than Buyer and its Affiliates) promptly of the Purchased Interests, (and in any event within one business day after receiptii) notify Parent each other Person with whom it was engaged in writing of the receipt of any Acquisition Proposal (ongoing discussions or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments negotiation with respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure Purchased Interests immediately prior to the Company’s stockholders as, in date hereof that it has entered into a binding agreement relating to the good faith judgment sale of the Board of Directors of the CompanyPurchased Interests, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only Buyer and/or its Affiliates) with respect to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors sale of the Company shall have determined in good faithPurchased Interests. Notwithstanding anything to the contrary contained herein, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutesnothing contained herein is intended to, or is reasonably likely to lead shall serve to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall prevent (i) recommendany Bridge Equity Provider from exercising or otherwise limit its right of first offer under Section 4.02 of the Bridge Equity Providers Agreement, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow the Company or any of its subsidiaries action by Sellers that Sellers, in their reasonable judgment, determine that they are required to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement perform pursuant to Section 6.5(a)) (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding their obligations under the foregoing Bridge Equity Providers Agreement or any other provision of this Section 6.5 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a material breach of Section 6.5(a), that such Acquisition Proposal is a Superior Proposal, (A) the Company or its Board of Directors may terminate this Agreement, (B) the Board of Directors of the Company may approve or recommend such Superior Proposal to its stockholders and/or (C) concurrently with the termination of this Agreement, the Company may enter into or execute any Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Syndication Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights▇▇▇▇▇▇ IPA.

Acquisition Proposals. (a) The Company agrees that (i) it and each of its executive officers Subsidiaries shall, and directors shall not, (ii) direct and use its subsidiaries and its subsidiaries’ executive officers and directors shall not and (iii) it shall use commercially reasonable best efforts to ensure that cause its and its subsidiaries’ officers, directors, employees, agents and other representatives (“Representatives”) shall not, (A) directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and/or its subsidiaries or (y) any proposal or offer to acquire in any manner (1) 10% or more of the equity interests (measured by economic or voting power) in the Company on a consolidated basis, or (2) 10% or more of the assets of the Company on a consolidated basis, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”), or (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it will, and it will cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations contacts with any persons conducted heretofore Persons that may be ongoing with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall (I) promptly (and in any event within one business day after receipt) notify Parent in writing of the receipt of any an Acquisition Proposal (or any request for information or other inquiry that may reasonably be expected to lead to an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal and the material terms thereof and (II) keep Parent reasonably informed of the status and details (including any material developments with as hereinafter defined). With respect to such Acquisition Proposal). Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company any Person or its Board of Directors from: (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection Persons with the making or amendment of a tender offer or exchange offer) or from making any disclosure to the Company’s stockholders as, in the good faith judgment of the Board of Directors of the Company, after receiving advice from outside counsel, is consistent with its obligations hereunder and is required by applicable Law; (ii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement); (iii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made an unsolicited bona fide Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether such Acquisition Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes), if and only to the extent that in connection with the foregoing clauses (ii) or (iv), (1) the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor that, (x) such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (2) prior to taking such action, the Company shall provide written notice to Parent of such matter. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) or (ii) execute (or allow whom the Company or any of its subsidiaries Subsidiaries has been discussing any Acquisition Proposal prior to execute) the date hereof, the Company and its Subsidiaries shall promptly following the execution of this Agreement request each such Person who has heretofore entered into a confidentiality agreement with the Company or any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting its Subsidiaries regarding an Acquisition Proposal to return to the Company all confidential information heretofore furnished to such Person or Persons by or on behalf of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than a confidentiality agreement pursuant to Section 6.5(a)in the ordinary course of business) any portion of the assets of, or any equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries (any such documentation, “Acquisition Proposal Documentation”). Notwithstanding communication with respect to the foregoing being an "ACQUISITION PROPOSAL") or participate in any negotiations regarding, or furnish to any other provision Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek any of this Section 6.5 to the contraryforegoing; provided, ifhowever, that, at any time prior to obtaining the purchase of Shares by Acquisition Sub pursuant to the Offer, the Company Requisite Votemay furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the Company’s date of this Agreement if the Board by majority vote determines in good faith (i) after consultation with and receipt of Directors determinesadvice from its outside legal counsel, in response that failing to an take such action may reasonably be determined to constitute a breach of the fiduciary duties of the Board under applicable law, (ii) that commitments (financing and other) of substantially the same sufficiency and firmness as those then obtained by Purchaser have been obtained with respect to such Acquisition Proposal that was unsolicited the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and that did not otherwise result from a material breach of Section 6.5(a), (iv) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to prevent consummation. In connection with the Acquisition Proposal of a Superior Proposalparty that satisfies the criteria set forth in the proviso to the preceding sentence, (A) the Company or its Board of Directors may terminate this Agreementwill enter into a confidentiality agreement with such party, (B) the Board of Directors of which confidentiality agreement shall have terms and conditions that will be no less favorable to the Company may approve or recommend such Superior Proposal than the terms and provisions relating to its stockholders and/or confidentiality contained in that certain Letter of Intent dated November 10, 1999 by and between the Company and Purchaser. (Cb) concurrently with From and after the termination execution of this Agreement, the Company may enter into shall promptly give Purchaser written notice of the receipt, directly or execute indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Acquisition Proposal Documentation with respect to such Superior Proposal; provided, that the Company may only take such actions at a time that is after the third business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. Such written notice shall specify (including the material terms thereof and conditions the identity of the other party or parties involved) and furnish to Purchaser as soon as reasonably practicable and in any event no later than 24 hours after such Superior Proposal and identify the person making such Superior Proposal. During such three business day period, the Company shall provide receipt an opportunity for Parent to propose such accurate description of all material terms (including any changes or adjustments to the such terms and conditions as a result of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; provided, however, that negotiations or otherwise) of any such proposed adjustment shall be at the discretion of Parent at the timewritten proposal. The Company or its Board of Directors may not terminate this Agreement pursuant to this Section 6.5(b), and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to the Parent the Company Termination Fee. (c) For purposes of this Agreement, “Superior Proposal” shall mean any Acquisition Proposal made by a third party for more than 50% of the outstanding equity interests in the Company or more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (i) on terms that the Board of Directors of the Company determined in good faith, after consultation with the Company’s outside legal and financial advisors, and considering such factors as the Board of Directors of the Company considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), are more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is reasonably capable of being consummated, including, without limitation, the receipt of the approvals of Corvina Holdings Limited, SK Telecom Co., Ltd. and Parent or their respective affiliates pursuant to contractual approval or consent rights.promptly