Liquidation of Company. In the event that the Executive's employment with the Company is terminated by the Company or its estate following or in connection with the conversion of the Company's Chapter 11 Case to a case under Chapter 7 of the United States Bankruptcy Code or other liquidation of the Company, the Severance Payment shall be a payment equal to Executive's Annual Base Salary for a period of 12 months made to the Executive in a single lump sum cash payment within ten (10) business days of the Termination Date,(3) which payment shall not by offset by salary, earned income, deferred income or other payment income earned by the Executive from other employment.

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Liquidation of Company. It is intended that, in the event of a liquidation of the Company as defined in Treasury Regulation §1.704-1(b)(2)(ii)(g), distributions to be made in connection with such liquidation under Article 4 comply with the requirement of Regulations Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in accordance with positive Capital Accounts. However, if the balances in the Capital Accounts do not result in such requirement being satisfied, items of income, gain, loss, deduction and credit will be reallocated among the Members for the taxable year of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) so as to cause the balances in the Capital Accounts to be in the amounts necessary so that, to the extent possible, such result is achieved.

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Liquidation of Company. In the event the Company plans to liquidate, prior to the liquidation of the Company the Company shall pay to Executive a lump sum payment equal to the remaining amount that would have been due Executive pursuant to Section 8(a) for the remainder of the Term of this Agreement; provided, however, that if the liquidation occurs after August 31, 1996, Executive shall also receive an additional one year's salary set forth in Section 8(a). In the event of a liquidation of the Company, this Agreement shall terminate and the Company shall have no further obligation to Executive except as set forth herein.

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Liquidation of Company. If this Note remains outstanding as of the date of the delivery of the Liquidation Notice (as defined below), the Lender shall have the option, exercisable upon five (5) days’ prior written notice to the Company, of converting the outstanding principal and any accrued and unpaid interest under this Note into either (i) shares of the Company’s Common Stock, par value $.0001 per share (“Common Stock”), pursuant to the calculation provisions of Section 4(a ) below (ii)or the right to receive an amount equal to the product of the principal amount hereof then outstanding pursuant to Section 4(b) below. In the event the Lender fails to make a timely election, the outstanding principal and any accrued and unpaid interest under this Note shall automatically convert into the Liquidation Amount pursuant to Section 4(b) below. (a) In the event of conversion of this Note pursuant to this Section 3, the outstanding principal and any accrued and unpaid interest under this Note shall be converted into such number of shares of Common Stock. (b) In the event the Lender elects to convert the outstanding principal and any accrued and unpaid interest under this Note into the Liquidation Amount, the Liquidation Amount, together with all accrued and unpaid interest on this Note, shall be immediately due and payable to the Lender, without presentment, demand protest or notice of any kind by the Lender, all of which are hereby expressly waived.

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Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Registration Statement. - Signature page of the Company immediately follows - WITNESS the execution of this Agreement as of the date first above written. By: Name: Title: - Signature page of Initial Shareholders immediately follows - WITNESS the execution of this Agreement as of the date first above written. Yong Hxx Xx Dxxxx Xxxx-Hxxx Xxx Name: Title: Wxxxxxx Xxx-Xxxxx Yu Name: Title: Jxxxxx Xxx Sxxxxx Xxx Oxxxxx Xx Jxxxx Xxx - Signature page of Escrow Agent immediately follows - WITNESS the execution of this Agreement as of the date first above written. & TRUST COMPANY, as Escrow Agent By: Name: Title: Yong Hxx Xx 195,500 (1) [____] 97,750 (7) [_____ ] Dxxxx Xxxx-Hxxx Xxx 234,600 (2) [____] 117,300 (8) [_____ ] The Shodan Company 101,660 (3) [____] 50,830 (9) [_____ ] Wxxxxxx Xxx-Xxxxx Yu 101,660 (3) [____] 50,830 (9) [_____ ] Puway Ltd. 78,200 (4) [____] 39,100 (10) [_____ ] Jxxxxx Xxx 27,370 (5) [____] 13,685 (11) [_____ ] Sxxxxx Xxx 27,370 (5) [____] 13,685 (11) [_____ ] Oxxxxx Xx 7,820 (6) [____] 3,910 (12) [_____ ] Jxxxx Xxx 7,820 (6) [____] 3,910 (12) [_____ ] Yong Hxx Xx 195,500 (1) [____] 97,750 (7) [_____ ] Dxxxx Xxxx-Hxxx Xxx 234,600 (2) [____] 117,300 (8) [_____ ] The Shodan Company 101,660 (3) [____] 50,830 (9) [_____ ] Wxxxxxx Xxx-Xxxxx Yu 101,660 (3) [____] 50,830 (9) [_____ ] Puway Ltd. 78,200 (4) [____] 39,100 (10) [_____ ] Jxxxxx Xxx 27,370 (5) [____] 13,685 (11) [_____ ] Sxxxxx Xxx 27,370 (5) [____] 13,685 (11) [_____ ] Oxxxxx Xx 7,820 (6) [____] 3,910 (12) [_____ ] Jxxxx Xxx 7,820 (6) [____] 3,910 (12) [_____ ] (1) Up to 25,500 shares subject to forfeiture pursuant to Section 3.1. (2) Up to 30,600 shares subject to forfeiture pursuant to Section 3.1. (3) Up to 13,260 shares subject to forfeiture pursuant to Section 3.1. (4) Up to 10,200 shares subject to forfeiture pursuant to Section 3.1. (5) Up to 3,570 shares subject to forfeiture pursuant to Section 3.1. (6) Up to 1,020 shares subject to forfeiture pursuant to Section 3.1. (7) Up to 12,750 shares subject to forfeiture pursuant to Section 3.1. (8) Up to 15,300 shares subject to forfeiture pursuant to Section 3.1. (9) Up to 6,630 warrants subject to forfeiture pursuant to Section 3.1. (10) Up to 5,100 warrants subject to forfeiture pursuant to Section 3.1. (11)...

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Liquidation of Company. Upon dissolution of the Company, the Board shall appoint a Person to serve as the "Liquidator" who shall act at the direction of the Board, unless and until a successor Liquidator is appointed as provided herein. The Liquidator shall agree not to resign at any time without 30 days' prior written notice. The Liquidator may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the Board. Within 30 days following the occurrence of any such removal, a successor Liquidator may be elected by the Board. The successor Liquidator shall succeed to all rights, powers and duties of the former Liquidator. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein). The Liquidator shall receive as compensation for its services (i) no additional compensation, if the Liquidator is an employee of the Company or any of its Subsidiaries, or (ii) if the Liquidator is not such an employee, a reasonable fee plus out-of-pocket costs and expenses or such other compensation as the Board may otherwise approve.

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