Common use of Purchase Procedures Clause in Contracts

Purchase Procedures. (a) The purchase price for the Shares to be sold pursuant to this Section shall be the "Fair Market Value" of such Shares. (b) Fair Market Value per share under this Section 5 shall be determined as follows: (i) If the Shares are publicly traded on the Korea Stock Exchange or KOSDAQ, the Korean OTC market, the value shall be deemed to be the average of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares. (ii) If there is no active public market for the Shares, the value shall be the fair market value thereof immediately following any act giving rise to the right to sell or purchase shares under this Section 5, such fair market value as determined by a good faith negotiation between the Selling Holder or Holders ("Seller") and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (45) days after the date of the notice of termination, the fair market value shall be determined as follows: (A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after the end of the 45-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available by the deadline regarding the valuation of LAK. (B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or reasonably requested by the investment banks. (C) During the 15-day period after both Seller and Purchaser have selected an investment bank, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value. (D) If the fair market value has not been agreed to in writing by the end of the Negotiation Period, Seller and Purchaser shall each submit a final valuation proposal with a supporting analysis to the other Holder or Holders and to the "Arbitrator" within ten (10) days after the end of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event that the Parties are unable to agree upon the Arbitrator within ten (10) days of the end of the Negotiation Period, then the Arbitrator shall be determined within an additional ten (10) days by agreement of the respective investment banks of the Parties, provided further that (x) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitrator, then the selection of the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined in accordance with the dispute resolution provisions of Section 8.2 hereof.

Purchase Procedures. If the Holders have the right to require the purchase of Securities pursuant to Section 12.01, the Company shall 77 purchase such Securities for cash at a Purchase Price equal to 100% of the Accreted Principal Amount thereof, plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding, the Purchase Date (the "Purchase Price") (provided that if the Purchase Date is an Interest Payment Date, any accrued and unpaid interest or Liquidated Damages shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) The delivery to the Paying Agent by the Holder of a written notice of purchase price for (a "Purchase Notice") at any time from the Shares opening of business on the date that is 20 Business Days prior to be sold pursuant to this Section shall be a Purchase Date until the "Fair Market Value" close of business on such Shares. (b) Fair Market Value per share under this Section 5 shall be determined as followsPurchase Date stating: (i) If the Shares are publicly traded on the Korea Stock Exchange or KOSDAQif a certificated Security has been issued, the Korean OTC market, certificate number of the value shall be deemed Security which the Holder will deliver to be the average purchased or if not, such information as may be required under applicable procedures of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares.Depositary, (ii) If there is no active public market for the Sharesportion of the Original Principal Amount of the Security which the Holder will deliver to be purchased, the value which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased as of the fair market value thereof immediately following applicable Purchase Date pursuant to this Article 12 and any act giving rise applicable provisions of such Security; and (b) delivery or book-entry transfer of such Security to the right to sell Paying Agent prior to, on or purchase shares under this Section 5after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such fair market value as determined delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, if such Security is in certified form. The Company shall purchase from the Holder thereof, pursuant to this Article, a good faith negotiation between portion of a Security if the Selling Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article shall be consummated by the payment of the Purchase Price to be received by the Holder or Holders ("Seller") in cash promptly following the later of the Purchase Date and the purchasing Holder time of delivery or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within fortybook-five (45) days after the date entry transfer of the notice of termination, the fair market value shall be determined Security as follows: (A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert set forth in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after the end of the 45-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available by the deadline regarding the valuation of LAKSection 12.04. (B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or reasonably requested by the investment banks. (C) During the 15-day period after both Seller and Purchaser have selected an investment bank, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value. (D) If the fair market value has not been agreed to in writing by the end of the Negotiation Period, Seller and Purchaser shall each submit a final valuation proposal with a supporting analysis to the other Holder or Holders and to the "Arbitrator" within ten (10) days after the end of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event that the Parties are unable to agree upon the Arbitrator within ten (10) days of the end of the Negotiation Period, then the Arbitrator shall be determined within an additional ten (10) days by agreement of the respective investment banks of the Parties, provided further that (x) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitrator, then the selection of the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined in accordance with the dispute resolution provisions of Section 8.2 hereof.

Purchase Procedures. In the event one Member has the right to acquire the Ownership Interest of the other Member pursuant to Section 2.9, Section 10.2.1, Section 14.6.1 or Section 18.2(c), the Member exercising such right (the "Acquiring Member") shall provide notice (the "Offer") of the exercise of such right or option to the other Member (the "Conveying Member") within the time period required pursuant to the relevant Section. (a) The purchase In the Offer, the Acquiring Member shall state the price that it is willing to pay as the Purchase Price for the Shares to be sold pursuant to this Section other Member's Ownership Interest. The Conveying Member, within thirty (30) days following receipt of such notice, shall be state in writing (the "Fair Market Value" of Response") whether or not it accepts such Shares. (b) Fair Market Value per share under this Section 5 shall be determined amount as follows: (i) the Purchase Price. If the Shares are publicly traded Members do not agree on the Korea Stock Exchange or KOSDAQ, the Korean OTC market, the value shall be deemed to be the average of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares. (ii) If there is no active public market for the Shares, the value shall be the fair market value thereof immediately following any act giving rise to the right to sell or purchase shares under this Section 5, such fair market value as determined by a good faith negotiation between the Selling Holder or Holders ("Seller") and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (45) days after the date of the notice of termination, the fair market value shall be determined as follows: (A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert in the industry. If Seller or Purchaser does not select an investment bank Purchase Price within fifteen (15) days after the end of receipt of the 45Response by the Acquiring Member, then each Member shall designate a qualified appraiser within fifteen (15) days from the expiration of the aforementioned fifteen (15) day period. A qualified appraiser shall be an appraiser with at least five (5) years experience in the appraisal of properties similar to the Facility. Each appraiser shall be directed to determine the Fair Market Value of the Conveying Member's Ownership Interest within thirty (30) days of his appointment and to notify each Member of his determination. If the lower of the two determinations is not less than ninety-day good faith negotiation five percent (95%) of the higher of the two determinations, then the Fair Market Value shall be the average of the two determinations. If the lower of the two determinations is less than ninety-five percent (95%) of the higher of the two determinations, then the two appraisers shall, within fifteen (15) days thereafter, appoint a third appraiser with similar qualifications (who shall not have performed any work for either Member within the five (5) year period prior to his or her appointment) and shall each furnish to such appraiser a written report of his or her respective determination. Within thirty (30) days of his appointment, the "Negotiation Period"third appraiser shall select the Fair Market Value of one or the other of the appraisers appointed by the Members and shall notify each Member of his determination, which shall be binding upon the Members. The third appraiser must select one of the two appraisals and shall not have the right to establish a different Fair Market Value determination. Each Member shall bear the cost of the appraiser appointed by it, and they shall share equally the cost of the third appraiser. (b) referred Within ten (10) Business Days of receiving the final determination of Fair Market Value as provided in paragraph (a) above, the Acquiring Member shall either (i) pay to in subsection the Conveying Member the Purchase Price by wire transfer of immediately available funds or (ii) abovenotify the Conveying Member that it no longer desires to purchase the Ownership Interest of the Conveying Member, in which case (1) in the event these procedures were initiated pursuant to Section 2.9, the provisions of Section 2.9(d) will control as if the Members had not decided in a course of action and neither had exercised its right to purchase the Ownership Interest of the other; (2) in the event these procedures were initiated pursuant to Section 14.6, the provisions of Section 14.6 will control as if the Member had not exercised its right to purchase the Ownership Interest of the other; (3) in the event these procedures were initiated pursuant to Section 10.2.1, the last sentence of Section 10.2.1 shall control as if neither Member had exercised its right to purchase the Ownership Interest of the other; and (4) in the event these procedures were initiated pursuant to Section 18.2(c), the Non-Defaulting Party may either rescind its Final Notice and elect to continue the Company or exercise its remedy under Section 18.2(b) without delivering an additional Final Notice (and in the latter event, the provisions of Section 18.4 shall be put into effect). Concurrent with the payment of the Purchase Price, the Conveying Member shall deliver such Holder or Holders shall not be entitled to retain an investment bank instruments of transfer of title and shall present whatever materials it has available by the deadline regarding the valuation of LAK. (B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or assignment as are reasonably requested by the investment banks. (C) During the 15-day period after both Seller and Purchaser have selected an investment bankAcquiring Member; provided, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bankhowever, Seller, Purchaser and their respective investment banks that no representations shall meet on at least two occasions be required to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value. (D) If the fair market value has not been agreed to in writing be provided by the end of the Negotiation Period, Seller and Purchaser shall each submit a final valuation proposal with a supporting analysis to the Conveying Member other Holder or Holders and to the "Arbitrator" within ten (10) days after the end of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event than representations that the Parties are unable Conveying Member has good title to agree upon its Ownership Interest, that the Arbitrator within ten (10) days Conveying Member has the right, power and authority to convey the Ownership Interest and that the Ownership Interest is transferred free and clear of the end of the Negotiation Period, then the Arbitrator shall be determined within an additional ten (10) days by agreement of the respective investment banks of the Parties, provided further that (x) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitrator, then the selection of the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined in accordance with the dispute resolution provisions of Section 8.2 hereofall liens.

Purchase Procedures. (a) The purchase price for the Shares to be sold pursuant to this Section shall be the "Fair Market Value" of such Shares. (b) Fair Market Value per share Share under this Section 5 shall be determined as follows: (i) If the Shares are publicly traded on a national securities exchange or the Korea Stock Exchange or KOSDAQ, the Korean Japanese OTC market, the value shall be deemed to be the average of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares. (ii) If there is no active public market for the Shares, the value shall be the fair market value thereof immediately following any act giving rise to the right to sell or purchase shares under this Section 5, such fair market value as determined by a good faith negotiation between the Selling selling Holder or Holders ("Seller") and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (45) 90 days after the date of the notice of termination, the fair market value shall be determined as follows: (A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank appraiser expert in the industry, which appraiser shall be an international accounting firm or investment bank of good international reputation. If Seller or Purchaser does not select an investment bank appraiser within fifteen (15) 30 days after the end of the 4590-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank appraiser and shall present whatever materials it has available by the deadline regarding the valuation of LAKLAJ. (B) Subject to execution of customary confidentiality agreements by the investment banksappraisers, LAK LAJ shall provide or cause to be provided to each investment bank appraiser all material information, including any material changes in such information, reasonably necessary to value LAK LAJ or reasonably requested by the investment banksappraisers. (C) During the 1530-day period after both Seller and Purchaser have selected an investment bankappraiser, or the end of the Negotiation Period 30-day period in subsection (A) above if Seller and/or Purchaser does not select an investment bankappraiser (the "Negotiation Period"), Seller, Purchaser and their respective investment banks appraisers shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value. (D) If the fair market value has not been agreed to in writing by the end of the Negotiation Period, Seller and Purchaser shall each submit a final valuation proposal with a supporting analysis to the other Holder or Holders and to the "Arbitrator" within ten (10) 10 days after the end of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event that the Parties are unable to agree upon the Arbitrator within ten (10) days of the end of the Negotiation Period, then the Arbitrator shall be determined within an additional ten (10) days by agreement of the respective investment banks of the Parties, provided further that (x) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitrator, then the selection of the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined in accordance with the dispute resolution provisions of Section 8.2 hereof.

Purchase Procedures. (a) The Lessee may assign to any Person the right to purchase price the Lessor's interest in the applicable Property pursuant to Section 5.01. Notwithstanding any such assignment, the Lessee will remain liable to the Lessor for the Shares prompt payment and performance, as and when due, of all amounts payable (including the Termination Value) and all obligations of the purchaser under this Lease and the other Operative Documents. No consent to be sold pursuant to any such assignment, acceptance of payment from or performance by any assignee or other action by or on behalf of the Lessor or the Agent will release the Lessee of any obligations under this Section shall be Lease or the "Fair Market Value" of such Sharesother Operative Documents, except upon full payment and performance as and when due. (b) Fair Market Value per share under this Section 5 shall be determined as follows: (i) If the Shares are publicly traded on the Korea Stock Exchange or KOSDAQ, the Korean OTC market, the value shall The Lessor will be deemed to be have accepted, on the average date of receipt, any Offer to Purchase the closing prices Lessor's interest in the applicable Property (or deemed Offer to Purchase) which satisfies the conditions set forth in this Lease, including those set forth this Article V. LEASE Proprietary & Confidential (c) The date of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the Lessee's (or its designee's) purchase of the Shares. Lessor's interest in the applicable Property (the "Closing Date") will be (i) in the case of an Offer to Purchase made (or deemed made) pursuant to Section 3.03, the Expiration Date, or (ii) If there is no active public market for in the Sharescase of an Offer to Purchase made pursuant to Section 5.01, the value shall be the fair market value thereof immediately following any act giving rise to the right to sell or purchase shares under this Section 5, such fair market value as determined by a good faith negotiation between the Selling Holder or Holders next scheduled Payment Date at least thirty ("Seller") and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (4530) days after following the date of the notice Lessor's acceptance or deemed acceptance of terminationsuch Offer to Purchase, or (iii) in the case of an Offer to Purchase made (or deemed made) pursuant to Section 5.03, the fair market value shall be determined as follows: thirtieth (A30 th ) Seller day following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase (as or if that day is not a group Payment Date, the first scheduled Payment Date following such fifteenth (15th) day), or (iv) if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after Lessee pays the end Termination Value for the applicable Property pursuant to Section 9.03, then on the date of the 45-day good faith negotiation period (Lessor's or the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available by Agent's receipt of the deadline regarding Termination Value for the valuation of LAKapplicable Property. (Bd) Subject to execution of customary confidentiality agreements by On the investment banksClosing Date, LAK the Lessee shall provide pay, or cause to be provided paid, to each investment bank the Agent (on behalf of the Lessor) the Termination Value for the applicable Property and the Lessor shall simultaneously (i) deliver to the Lessee or its designee an assignment (or termination of) its leasehold interest in the Land with respect to the California Property, a quitclaim deed with respect to the Maryland Property and a ▇▇▇▇ of sale for all material informationImprovements and Alterations, including if any, which assignment, deed, termination and ▇▇▇▇ of sale will state that such transfers are being made without representation or warranty (expressed or implied) of any material changes in such information, reasonably necessary to value LAK or reasonably requested kind except that the Properties are free and clear of Liens created by the investment banksOperative Documents or otherwise created or caused by the Lessor (other than any Liens created by or through the Lessee), and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds related to the applicable Property and/or the right to receive the same. Additionally, on the Closing Date, upon receipt of the Termination Value for the applicable Property, the Lessor shall execute the releases and take the other actions described in Section 9.20(b) of the Participation Agreement. (Ce) During Upon the 15-day period after both Seller completion of any purchase of the Lessor's interest in the applicable Property pursuant to this Article V, but not prior thereto, this Lease shall terminate with respect to such Property, except with respect to obligations and Purchaser liabilities of the Lessee, actual or contingent, which have selected an investment bankarisen with respect to the applicable Property under the Operative Documents on or prior to such date of purchase, and except for indemnification and other obligations and liabilities which by the terms of this Lease or the end other Operative Documents survive termination of this Lease with respect to such Property or the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market valueother Operative Documents. (Df) If Notwithstanding any provisions of this Lease or the fair market value has Participation Agreement to the contrary, the Lessee will not be required to acquire title to any Property until such time that all necessary filings and notifications under the HSR Act or any similar Law shall have been agreed made (including any filing or provision of required LEASE Proprietary & Confidential additional information or documents) and the waiting period referred to in writing by the end HSR Act applicable to such purchase shall have expired or been terminated (without any objection or prohibition of such purchase). The Lessee hereby covenants to use its best efforts to secure the prompt termination of such waiting period without objection or prohibition. Notwithstanding the foregoing, if the Lessee is precluded from acquiring the Lessor's interest in any Property or any portion thereof pursuant to the HSR Act or any similar Law, the Lessee shall pay the Termination Value with respect to such Property within the time and in the manner described in this Article V as a consequence of the Negotiation PeriodLessee's exercise or deemed exercise of its purchase option hereunder. However, Seller and Purchaser shall each submit a final valuation proposal if the Lessee pays the Termination Value in compliance with a supporting analysis to the other Holder or Holders and to the "Arbitrator" within ten (10) days after the end of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event that the Parties are unable to agree upon the Arbitrator within ten (10) days of the end of the Negotiation Periodpreceding sentence, then the Arbitrator shall Lessee will be determined within entitled to continue to lease the applicable Property that the Lessee is precluded from acquiring for an additional ten rental payment of $1 per annum under the terms and provisions of this Lease for an extended term expiring on the earlier to occur of (10i) days by agreement of one (1) year from the respective investment banks of date the Parties, provided further Lessee delivers (or is deemed to have delivered) the Offer to Purchase or (ii) the date that the Lessee is no longer precluded from purchasing the Lessor's interest in such Property pursuant to the HSR Act or any similar Law. If the Lessee (xor its designee) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitratorpurchase the Lessor's interest in the applicable Property prior to the expiration of such extended term, then the selection of Lessor shall thereafter sell its interest in such Property and distribute the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined proceeds from such sale in accordance with the dispute resolution provisions Operative Documents. If, prior to the voluntary exercise by the Lessee of Section 8.2 hereofthe purchase options hereunder, the Lessee is unable to obtain a ruling or an unqualified legal opinion (in form and substance and from independent legal counsel, in each case, reasonably satisfactory to the Agent) that a filing under the HSR Act or any similar Law is not required in order to consummate such purchase, then the Lessor shall execute such conditional sales contracts and other documents necessary to permit the Lessee to complete such filing before irrevocably exercising its purchase option. As a condition to executing such conditional sales contracts and other documents, the Lessee will deliver to the Lessor an agreement obligating the Lessee to fully indemnify the Lessor from all liabilities, damages, costs and expenses arising from the execution of such documents and the completion of such filing.

Purchase Procedures. The Company shall purchase such Notes for cash at a Purchase Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Purchase Date (the “Purchase Price”) (provided that if the Purchase Date is an Interest Payment Date or on or prior to an Interest Payment Date but after the related Regular Record Date, any accrued and unpaid interest shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Note for purchase), at the option of the Holder thereof, upon: (a) The delivery to the Paying Agent by the Holder of a written notice of purchase price for (a “Purchase Notice”) at any time from the Shares opening of business on the date that is 23 Business Days prior to be sold pursuant to this Section shall be a Purchase Date until the "Fair Market Value" close of business on the third Business Day immediately preceding such Shares. (b) Fair Market Value per share under this Section 5 shall be determined as followsPurchase Date stating: (i) If the Shares are publicly traded on the Korea Stock Exchange or KOSDAQif a certificated Note has been issued, the Korean OTC market, certificate number of the value shall be deemed Note which the Holder will deliver to be the average purchased or if not, such information as may be required under applicable procedures of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares.Depositary, (ii) If there is no active public market for the Sharesportion of the principal amount of the Note which the Holder will deliver to be purchased, the value which portion must be $1,000 or an integral multiple thereof, and (iii) that such Note shall be purchased as of the fair market value thereof immediately following any act giving rise applicable Purchase Date pursuant to the right to sell or purchase shares under this Section 5, such fair market value as determined by a good faith negotiation between the Selling Holder or Holders ("Seller") and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (45) days after the date provisions of the notice of termination, the fair market value shall be determined as follows:Notes and this Article 6; and (Ab) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after the end delivery of the 45-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available by the deadline regarding the valuation of LAK. (B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or reasonably requested by the investment banks. (C) During the 15-day period after both Seller and Purchaser have selected an investment bank, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value. (D) If the fair market value has not been agreed to in writing by the end of the Negotiation Period, Seller and Purchaser shall each submit a final valuation proposal with a supporting analysis Note to the other Holder Paying Agent (or Holders and to the "Arbitrator" within ten (10) days after the end effectuate a book-entry transfer of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event that the Parties are unable to agree upon the Arbitrator within ten (10) days of the end of the Negotiation Period, then the Arbitrator shall be determined within an additional ten (10) days by agreement of the respective investment banks of the Parties, provided further that (x) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitrator, then the selection of the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined Note in accordance with the dispute resolution Depositary’s procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article 6 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Article 6, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this First Supplemental Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Article 6 shall be consummated by the payment of the Purchase Price to be received by the Holder in cash promptly following the later of the Purchase Date and the time of delivery, or book-entry transfer of the Note as set forth in Section 8.2 hereof6.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Notes may be surrendered or delivered for purchase in accordance with the applicable procedures of the Trustee and the Depositary as in effect from time to time; provided that the Paying Agent is notified in writing of any such delivery or withdrawal.

Purchase Procedures. If the Holders have the right to require the purchase of Securities pursuant to Section 13.01, the Issuer shall purchase such Securities for cash at a Purchase Price equal to 100% of the Principal Amount thereof, plus accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date (the "Purchase Price") (provided that if the Purchase Date is any day during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on such Interest Payment Date, any accrued and unpaid interest, Contingent Interest or Liquidated Damages, shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) The delivery to the Paying Agent by the Holder of a written notice of purchase price for (a "Purchase Notice") at any time from the Shares opening of business on the date that is 21 Business Days prior to be sold pursuant to this Section shall be a Purchase Date until the "Fair Market Value" close of business on such Shares. (b) Fair Market Value per share under this Section 5 shall be determined as followsPurchase Date stating: (i) If the Shares are publicly traded on the Korea Stock Exchange or KOSDAQif a certificated Security has been issued, the Korean OTC market, certificate number of the value shall be deemed Security which the Holder will deliver to be the average purchased or if not, such information as may be required under applicable procedures of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares.Depositary, (ii) If there is no active public market for the Sharesportion of the Principal Amount of the Security which the Holder will deliver to be purchased, the value which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased as of the fair market value thereof immediately following any act giving rise applicable Purchase Date pursuant to this Article 13; and (b) delivery of such Security to the right to sell Paying Agent prior to, on or purchase shares under this Section 5after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such fair market value as determined delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, pursuant to this Article, a good faith negotiation between portion of a Security if the Selling Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Issuer contemplated pursuant to the provisions of this Article shall be consummated by the payment of the Purchase Price to be received by the Holder or Holders ("Seller") in cash promptly following the later of the Purchase Date and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (45) days after the date time of delivery of the notice of termination, the fair market value shall be determined Security as follows: (A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert set forth in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after the end of the 45-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available by the deadline regarding the valuation of LAKSection 13.04. (B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or reasonably requested by the investment banks. (C) During the 15-day period after both Seller and Purchaser have selected an investment bank, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value. (D) If the fair market value has not been agreed to in writing by the end of the Negotiation Period, Seller and Purchaser shall each submit a final valuation proposal with a supporting analysis to the other Holder or Holders and to the "Arbitrator" within ten (10) days after the end of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event that the Parties are unable to agree upon the Arbitrator within ten (10) days of the end of the Negotiation Period, then the Arbitrator shall be determined within an additional ten (10) days by agreement of the respective investment banks of the Parties, provided further that (x) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitrator, then the selection of the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined in accordance with the dispute resolution provisions of Section 8.2 hereof.

Purchase Procedures. (a) The After the Full Availability Date, and until this Amended Agreement is terminated, MSN or MSN's designee will (and upon the satisfaction in full of MSN's Minimum Commitment, MSN may) from time to time purchase price for from StarBand USB-CPE by sending to StarBand a purchase order (each a "Purchase Order"). Each Purchase Order shall be sent to StarBand not less than forty five (45) days prior to the Shares date on which MSN wishes to have its USB-CPE order completed. Each Purchase Order will set forth in reasonable detail (i) the number of USB-CPE units to be sold pursuant purchased, (ii) the date on which MSN, or MSN's designee, expects to take delivery, or, if such USB-CPE is to be delivered to a third-party retail distributor, the date on which such third-party retail distributor expects to take delivery, (iii) the Authorized Delivery Location (as defined below) at which the USB-CPE is to be delivered and (iv) such other information as may from time to time be reasonably requested by StarBand. StarBand warrants and represents that MSN Purchase Orders to meet the Minimum Commitment set out in Section 9 of this Section shall Amended Agreement will be completed and shipped promptly and MSN will receive priority of supply over any USB-CPE orders for third parties so long as the "Fair Market Value" requirements of such SharesSections 5.2.6 and 5.2.7 are met. (b) Fair Market Value per share under All orders placed by MSN or MSN's designee pursuant to this Section 5 Amended Agreement shall be determined as follows: processed and distributed by StarBand promptly, and in all events, within at least thirty (i30) If days from and after the Shares are publicly traded date on which StarBand shall have received a Purchase Order from MSN. StarBand shall deliver the Korea Stock Exchange or KOSDAQ, the Korean OTC market, the value shall be deemed to be the average of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior fulfilled purchase order to the closing of the purchase of the Shareslocation specified in each Purchase Order. (iic) If there is no active public market for the SharesStarBand agrees that it shall cooperate with efforts made by MSN to enter into one or more third-party retail distribution arrangements with respect to reselling USB-CPE pursuant to this Amended Agreement to MSN Customers, the value shall be the fair market value thereof immediately following any act giving rise to the right to sell or purchase shares under this Section 5and that it will take such additional actions with respect to, and execute and deliver such additional documents relating to, such fair market value arrangements as determined by a good faith negotiation between the Selling Holder or Holders ("Seller") MSN may from time to time reasonably request and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails terms and conditions to determine the fair market value within forty-five (45) days after the date of the notice of termination, the fair market value shall be determined as follows: (A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after the end of the 45-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available agreed upon by the deadline regarding the valuation of LAKParties. (B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or reasonably requested by the investment banks. (C) During the 15-day period after both Seller and Purchaser have selected an investment bank, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value. (D) If the fair market value has not been agreed to in writing by the end of the Negotiation Period, Seller and Purchaser shall each submit a final valuation proposal with a supporting analysis to the other Holder or Holders and to the "Arbitrator" within ten (10) days after the end of the Negotiation Period. The "Arbitrator" shall be a Person with expertise in valuing high technology companies, shall not have a material business relationship with any Party and shall be reasonably acceptable to both Seller and Purchaser, provided however that in the event that the Parties are unable to agree upon the Arbitrator within ten (10) days of the end of the Negotiation Period, then the Arbitrator shall be determined within an additional ten (10) days by agreement of the respective investment banks of the Parties, provided further that (x) if no such investment bank has been selected by a Party, or if such Party's investment bank does not recommend an Arbitrator, then the selection of the other Party shall prevail, and (y) if the investment banks are unable to agree on an Arbitrator, the valuation shall be determined in accordance with the dispute resolution provisions of Section 8.2 hereof.