Gmarket Inc. Sample Contracts

GMARKET INC. [ ] AMERICAN DEPOSITARY SHARES REPRESENTING [ ] COMMON SHARES
Underwriting Agreement • June 12th, 2006 • Gmarket Inc. • Services-business services, nec • New York
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DEFINITIONS
Registration Rights Agreement • June 12th, 2006 • Gmarket Inc. • Services-business services, nec
LEASE AGREEMENT
Lease Agreement • May 8th, 2007 • Gmarket Inc. • Services-business services, nec
EXECUTION VERSION SHAREHOLDERS AGREEMENT Dated as of June 12, 2006
Shareholders Agreement • June 12th, 2006 • Gmarket Inc. • Services-business services, nec
ARTICLE I
Indemnification Agreement • June 12th, 2006 • Gmarket Inc. • Services-business services, nec
GMARKET INC. 8th Floor, LIG Tower 649-11, Yeoksam-Dong Gangnam-Gu Seoul 135-912, Korea
Deposit Agreement • June 21st, 2006 • Gmarket Inc. • Services-business services, nec • New York
DEPOSIT AGREEMENT
Deposit Agreement • June 12th, 2006 • Gmarket Inc. • Services-business services, nec • New York
BY AND BETWEEN
Online Advertisement Agreement • June 21st, 2006 • Gmarket Inc. • Services-business services, nec
BETWEEN GMARKET Inc.
Co-Location Service Contract • May 8th, 2007 • Gmarket Inc. • Services-business services, nec
AGREEMENT
Co-Promotion and Marketing Service Agreement • June 21st, 2006 • Gmarket Inc. • Services-business services, nec
NAME OF THE CONTRACT Naver Knowledge Shopping - Shop Opening and Operating Contract
Naver Knowledge Shopping - Shop Opening and Operating Contract • June 21st, 2006 • Gmarket Inc. • Services-business services, nec
BETWEEN
Partner Shop Contract • June 21st, 2006 • Gmarket Inc. • Services-business services, nec
INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 4th, 2009 • Gmarket Inc. • Services-business services, nec

This Indemnification Agreement (the “Agreement”) shall be effective as of November 16, 2007 between Interpark Corporation (“Interpark”) and Gmarket Inc. (“Gmarket” or “Indemnitee”).

LEASE AGREEMENT Lessor: LIG Insurance Co., Ltd. Lessee: Gmarket Inc. LEASE AGREEMENT
Lease Agreement • March 16th, 2009 • Gmarket Inc. • Services-business services, nec

This Lease Agreement (this “Agreement”) is entered into on March 4, 2009 by and between LIG Insurance Co., Ltd. (the “Lessor”) and Gmarket Inc. (the “Lessee”) under the following terms and conditions:

GMARKET INC. WAIVER OF RIGHTS UNDER SHAREHOLDERS AGREEMENT
Waiver of Rights Under Shareholders Agreement • May 4th, 2009 • Gmarket Inc. • Services-business services, nec

This Waiver of Rights Under Shareholders Agreement (this “Waiver”) is entered into as of April 16, 2009 by and among Gmarket Inc., a corporation organized and existing under the laws of the Republic of Korea (the “Company”), and the undersigned holders (the “Shareholders”) of Company Securities (as defined herein).

Gmarket Inc. 8th Floor, LIG Tower Gangnam-Gu Seoul 135-912, Korea
Deposit Agreement • June 2nd, 2009 • Gmarket Inc. • Services-business services, nec • New York

Reference is made to the Deposit Agreement, dated as of July 5, 2006 (the “Deposit Agreement”), by and among Gmarket Inc., a company organized and existing under the laws of the Republic of Korea (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

May 4, 2009
Share Allocation and Tender Offer Agreement • May 4th, 2009 • Gmarket Inc. • Services-business services, nec

Gmarket Inc. (the “Company”), eBay Inc. (“eBay”) and eBay KTA (UK) Ltd., an indirect wholly owned subsidiary of eBay (“Acquisition Sub”), have entered into a Share Allocation and Tender Offer Agreement (the “Share Allocation and Tender Offer Agreement”) and a Share Purchase Agreement (the “IAC Share Purchase Agreement”), each dated as of April 16, 2009, providing for a business combination transaction structured to allow eBay to acquire a controlling interest in the Company and combine eBay’s Korea marketplace operations conducted through Internet Auction Co., Ltd. (“IAC”) with those of the Company.

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GMARKET INC. WAIVER OF RIGHTS UNDER REGISTRATION RIGHTS AGREEMENT
Waiver of Rights Under Registration Rights Agreement • May 4th, 2009 • Gmarket Inc. • Services-business services, nec

This Waiver of Rights Under Registration Rights Agreement (this “Waiver”) is entered into as of April 16, 2009 by and among Gmarket Inc., a corporation organized and existing under the laws of the Republic of Korea (the “Company”), and the undersigned holders (the “Shareholders”) of Company Securities (as defined herein).

LEASE AGREEMENT
Lease Agreement • May 8th, 2007 • Gmarket Inc. • Services-business services, nec
Lease Agreement
Lease Agreement • March 16th, 2009 • Gmarket Inc. • Services-business services, nec

Jin-Ho Park, the president of Fine Tower whose location is 826-24, 25 Yoksam-dong, Gangnam-gu, Seoul, Korea (“the Lessor”) and Yong-Bae Ku, the CEO of Interpark Gmarket whose location is 6-8fls LG Life Insurance Building 649-11 Yoksam-dong, Gangnam-gu, Seoul, Korea (“the Lessee”) hereby enter into the following lease agreement.

Lease Agreement
Lease Agreement • June 13th, 2008 • Gmarket Inc. • Services-business services, nec

Jin-Ho Park, the president of Fine Tower whose location is 826-24, 25 Yoksam-dong, Gangnam-gu, Seoul, Korea (“the Lesser”) and Yong-Bae Ku, the CEO of Gmarket Inc. whose location is 6~8fls LG Life Insurance Building 649-11 oksam-dong, Gangnam-gu, Seoul, Korea (“the Lessee”) hereby enter into the following lease agreement.

STOCK OPTION AGREEMENT
Stock Option Agreement • May 4th, 2009 • Gmarket Inc. • Services-business services, nec

Gmarket Inc. (the “Company”) and Massoud Entekhabi (the “Director”) enter into this Agreement for the grant of stock option (the “Stock Option”) as follows. This Agreement is made to compensate and motivate employees and officers or directors of the Company who have contributed, or will likely contribute, to the Company’s management operations, and thus, both parties shall make best efforts to achieve the purposes of this Agreement.

LEASE AGREEMENT Lessor: LIG Insurance Co., Ltd. Lessee: Gmarket Inc. LEASE AGREEMENT
Lease Agreement • June 13th, 2008 • Gmarket Inc. • Services-business services, nec

This Lease Agreement (this “Agreement”) is entered into on May 9, 2007 by and between LIG Insurance Co., Ltd. (the “Lessor”) and Gmarket Inc. (the “Lessee”) under the following terms and conditions:

STOCK OPTION AGREEMENT
Stock Option Agreement • May 4th, 2009 • Gmarket Inc. • Services-business services, nec

Gmarket Inc. (the “Company”) and Paul J. Lee (the “Grantee”) enter into this Agreement for the grant of stock options (the “Stock Option”). This Agreement is made to compensate and motivate the Grantee who will likely contribute to the Company’s management operations.

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