Common use of Liquidation Preferences Clause in Contracts

Liquidation Preferences. A. Upon liquidation or dissolution of the Company, the holders of Series B Preferred Shares shall be entitled to be preferentially paid out of the Distributable Assets, (a) an amount equal to [KRW ____________ (US$ 25 MILLION TIMES THE KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT SALE" PRICES AVERAGED OVER THE 30 DAYS ENDING AS TO THE DATE OF THE IRA, AS PUBLISHED BY THE KOREA EXCHANGE BANK DIVIDED BY TOT▇▇ NUMBER OF SHARES OF SERIES B PREFERRED SHARES] per share multiplied by the number of Series B Preferred Shares owned by such holder of Series B Preferred Shares plus (b) any declared but unpaid dividends on the Series B Preferred Shares, for each Series B Preferred Share (the "Series B Liquidation Preference"); provided, however, that (i) each time there is a Downward Adjustment Event, the foregoing price of the Series B Preferred Shares shall be downwardly adjusted, taking into account the number of Series B Preferred Shares increased as a result of the Downward Adjustment Event; and (ii) each time there is an Upward Adjustment Event, the foregoing price of the Series B Preferred Shares shall be upwardly adjusted, taking into account the number of Series B Preferred Shares decreased as a result of the Upward Adjustment Event.

Liquidation Preferences. A. Upon liquidation or dissolution of the Company, the holders of Series B A Preferred Shares shall be entitled to be preferentially paid out of the remaining assets of the Company available for distribution to its shareholders ("Distributable Assets"), (a) an amount equal to [KRW ____________ the sum of (US$ 25 MILLION TIMES THE KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT SALE" PRICES AVERAGED OVER THE 30 DAYS ENDING AS TO THE DATE OF THE IRA, AS PUBLISHED BY THE KOREA EXCHANGE BANK DIVIDED BY TOT▇▇ NUMBER OF SHARES OF SERIES B PREFERRED SHARES] per share multiplied by the number of Series B Preferred Shares owned by such holder of Series B Preferred Shares plus a) 4,550 Won and (b) any declared but unpaid dividends on the Series B A Preferred Shares, for each Series B A Preferred Share (the "Series B A Liquidation Preference"); provided, however, that (i) in the event of stock split or bonus issuance (each, a "Downward Adjustment Event"), each time there is a Downward Adjustment Event, the foregoing price of the Series B A Preferred Shares Share shall be downwardly adjusted, taking into account the number of Series B A Preferred Shares increased as a result of the Downward Adjustment Event; and (ii) in the event of reverse stock split or consolidation (each, an "Upward Adjustment Event"), each time there is an Upward Adjustment Event, the foregoing price of the Series B A Preferred Shares Share shall be upwardly adjusted, taking into account the number of Series B A Preferred Shares decreased as a result of the Upward Adjustment Event. B. The liquidation priorities of the Preferred Shares shall be the same. In the event that the Distributable Assets are insufficient to pay both the Series A Liquidation Preference and the Series B Liquidation Preference (as defined in Paragraph (2)A of Article 7-2 below), then the Distributable Assets shall be allocated among the holders of the Series A Preferred Shares and the Series B Preferred Shares according to the following formulas: (a) For each holder of the Series A Preferred Shares: Distributable Assets multiplied by (the Series A Liquidation Preference associated with such holder's Series A Preferred Share divided by the sum of the aggregate Series A Liquidation Preference and the aggregate Series B Liquidation Preference). (b) For each holder of the Series B Preferred Shares: Distributable Assets multiplied by (the Series B Liquidation Preference associated with such holder's Series B Preferred Share divided by the sum of the aggregate Series A Liquidation Preference and the aggregate Series B Liquidation Preference). C. After the payment of all preferential amounts required to be paid to the holders of the Preferred Shares upon the liquidation or dissolution of the Company, all of the remaining Distributable Assets shall be distributed ratably among the holders of the Company's common stock.