0001193125-09-098076 Sample Contracts

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”).

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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).

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.

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).

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.

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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