EXHIBIT 10.67




EXHIBIT
10.67




 


STANDSTILL AGREEMENT


 


dated as of October 22, 2013


 


by and among


 


SAMSUNG ELECTRONICS CO., LTD.,


 


SAMSUNG DISPLAY CO., LTD.


 


and


 


CORNING INCORPORATED


 


	CORNING INCORPORATED - 2013 Form 10-K	1




    	 



    	 



    




Table of contents


 


	ARTICLE I  DEFINITIONS	3
	Section 1.1 	Definitions	3
	Section 1.2	Interpretation	4
	 	 
	ARTICLE II  STANDSTILL	4
	Section 2.1	Restrictions
    During the Standstill	4
	Section 2.2	Standstill Exceptions	5
	 	 
	ARTICLE III  REPRESENTATIONS	6
	Section 3.1	Shareholder
    Representations	6
	Section 3.2	Company Representations	6
	 	 
	ARTICLE IV  TERMINATION	6
	Section 4.1	Termination	6
	Section 4.2	Effect of Termination	6
	 	 
	ARTICLE V  MISCELLANEOUS	6
	Section 5.1	No Other Agreements	6
	Section 5.2	Announcements	7
	Section 5.3	Specific Performance	7
	Section 5.4	Assignment; Binding Effect	7
	Section 5.5	Notices	7
	Section 5.6	Amendment; Waiver	8
	Section 5.7	Descriptive Headings	8
	Section 5.8	Expenses	8
	Section 5.9	Severability	8
	Section 5.10	Further Assurances	8
	Section 5.11	Entire Agreement	8
	Section 5.12	Governing Law; Jurisdiction	8
	Section 5.13	Counterparts; Facsimile	9
	Section 5.14	Obligations	9


 


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STANDSTILL
AGREEMENT




 


This STANDSTILL AGREEMENT (this “Agreement”)
is dated as of October 22, 2013, by and among Corning Incorporated, a New York corporation (the “Company”),
Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (“Samsung”), and
Samsung Display Co., Ltd., a company organized under the laws of the Republic of Korea (the “Shareholder”).
This Agreement shall be effective as of the date hereof.


 


RECITALS


 


WHEREAS, the Shareholder, the Company, Corning
Luxembourg S.àr.l. (“Corning Buyer”), Corning Holding Japan G.K. and Corning Hungary Data Services Limited
Liability Company have entered into that certain Framework Agreement, dated as of the date hereof (the “Framework
Agreement”), pursuant to which, among other things, the Shareholder, the Company and Corning Buyer shall enter into
a Purchase and Subscription Agreement pursuant to which the Shareholder will acquire 2,300 shares of the Company’s Fixed
Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share (the “Preferred Stock”), on
the terms and subject to the conditions set forth therein;


 


WHEREAS, as of the date hereof, the Shareholder
and the Company have entered into a shareholder agreement (the “Shareholder Agreement”) setting forth certain
rights of and restrictions on the Shareholder as a shareholder of the Company; and


 


WHEREAS, each of the Parties desires to
enter into this Agreement in order to establish certain rights, restrictions and obligations of the Shareholder and Samsung, as
well as to set forth certain other arrangements relating to the Company.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of
the premises, and the mutual promises and agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as
follows:


 


	ARTICLE I     	DEFINITIONS



 


Section 1.1       Definitions


 


Capitalized terms used but not otherwise
defined in this Agreement shall have the meanings set forth below or the meanings given to them in the Shareholder Agreement,
as applicable:


 


“Agreement” shall have
the meaning set forth in the Preamble.


 


“Bona Fide Offer” shall
have the meaning given to it under Section 2.2(c).


 


“Breach Shares” shall
have the meaning given to it under Section 5.14.


 


“Capital Stock” means
the Preferred Stock, the Common Stock and any other equity securities or capital stock of the Company, whether authorized as of
or after the date hereof.


 


“Closing” has the meaning
set forth in the Framework Agreement.


 


“Closing Date” has the
meaning set forth in the Framework Agreement.


 


“Common Stock” means
the common stock, par value $0.50 per share, of the Company.


 


“Company” has the meaning
set forth in the Preamble.


 


“Company Securities”
shall have the meaning given to it under Section 2.1(a).


 


“Competing Offer” shall
have the meaning given to it under Section 2.2(c).


 


“Core Competitor” means
any of the entities that is one of the top five (5) global market share holders (excluding any member of the Shareholder
Group) in the following industries according to the most recent research reports published by one of the top three (3) industry
analyst firms as of the date the Bona Fide Offer under Section 2.2 is commenced:


 


	•	Mobile handset industry;



 


	•	Television industry;



 





	•	Liquid
crystal display panel industry;



 


	•	Substrate glass industry; and



 


	•	Organic light emitting diode glass industry.



 


“Corning Buyer” has the
meaning set forth in the Recitals.


 


“Cure Period” shall have
the meaning given to it under Section 2.1(a).


 


“Framework Agreement”
has the meaning set forth in the Recitals.


 


“Parties” means the parties
to this Agreement.


 


“Preferred Stock” has
the meaning set forth in the Recitals.


 


“Requesting Party” shall
have the meaning given to it under Section 2.2(a).


 


“Samsung” has the meaning
set forth in the Preamble.


 


“Shareholder” has the
meaning set forth in the Preamble.


 


“Shareholder Agreement”
has the meaning set forth in the Recitals.


 


“Shareholder Group” means
the Shareholder, Samsung and each Subsidiary and Affiliate of the Shareholder or Samsung.

 


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Section 1.2       Interpretation


 


For purposes of this Agreement: (a) the
words “include,” “includes” and “including” shall be deemed to be followed by the words “without
limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,”
“hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The definitions given
for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context
otherwise requires, references herein: (x) to Articles and Sections mean the Articles and Sections of this Agreement; (y) to
an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified
from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from
time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be
construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument
or causing any instrument to be drafted.


 


	ARTICLE II     	STANDSTILL



 


Section 2.1       Restrictions
During the Standstill


 


During the term of this Agreement, each
of Samsung and the Shareholder agrees that it will not, and will cause its Affiliates and any Representatives acting on its or
any of its Affiliates’ behalf not to, directly or indirectly, acting alone or in concert with others:


 


	(a)	acquire
                                                                                                                                             Beneficial
                                                                                                                                             Ownership
                                                                                                                                             of,
                                                                                                                                             or
                                                                                                                                             rights
                                                                                                                                             or
                                                                                                                                             Options
                                                                                                                                             to
                                                                                                                                             acquire,
                                                                                                                                             any
                                                                                                                                             Capital
                                                                                                                                             Stock
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             capital
                                                                                                                                             stock
                                                                                                                                             or
                                                                                                                                             other
                                                                                                                                             securities
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company’s
                                                                                                                                             Subsidiaries
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             class,
                                                                                                                                             series
                                                                                                                                             or
                                                                                                                                             tranche
                                                                                                                                             (collectively
                                                                                                                                             with
                                                                                                                                             Capital
                                                                                                                                             Stock,
                                                                                                                                             the
                                                                                                                                             “Company
                                                                                                                                             Securities”)
                                                                                                                                             (other
                                                                                                                                             than
                                                                                                                                             shares
                                                                                                                                             of
                                                                                                                                             Preferred
                                                                                                                                             Stock
                                                                                                                                             issued
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             pursuant
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Framework
                                                                                                                                             Agreement,
                                                                                                                                             shares
                                                                                                                                             of
                                                                                                                                             Common
                                                                                                                                             Stock
                                                                                                                                             issued
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             in
                                                                                                                                             exchange
                                                                                                                                             for
                                                                                                                                             the
                                                                                                                                             Preferred
                                                                                                                                             Stock
                                                                                                                                             owned
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             and
                                                                                                                                             shares
                                                                                                                                             of
                                                                                                                                             Company
                                                                                                                                             Securities
                                                                                                                                             acquired
                                                                                                                                             through
                                                                                                                                             a
                                                                                                                                             stock
                                                                                                                                             dividend,
                                                                                                                                             recapitalization
                                                                                                                                             or
                                                                                                                                             similar
                                                                                                                                             transaction
                                                                                                                                             undertaken
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Company),
                                                                                                                                             or
                                                                                                                                             enter
                                                                                                                                             into
                                                                                                                                             any
                                                                                                                                             contract,
                                                                                                                                             arrangement, understanding or
relationship which gives any member of the Shareholder Group the economic equivalent of ownership of any Company Security due
to the fact that the value of the derivative is explicitly determined by reference to the price or value of such Company
Security or of any interest therein, or otherwise enter into a derivative transaction with respect to a Company Security,
other than:



 


		(i)	pursuant
                                                                                                                                                to
                                                                                                                                                a
                                                                                                                                                Capital
                                                                                                                                                Raising
                                                                                                                                                Transaction,
                                                                                                                                                solely
                                                                                                                                                to
                                                                                                                                                the
                                                                                                                                                extent
                                                                                                                                                permitted
                                                                                                                                                under
                                                                                                                                                Section 2.2 of
                                                                                                                                                the
                                                                                                                                                Shareholder
                                                                                                                                                Agreement
                                                                                                                                                (Participation
                                                                                                                                                Rights);



 


		(ii)	in
                                                                                                                                                 the
                                                                                                                                                 event
                                                                                                                                                 of
                                                                                                                                                 an
                                                                                                                                                 underwritten
                                                                                                                                                 public
                                                                                                                                                 offering
                                                                                                                                                 of
                                                                                                                                                 shares
                                                                                                                                                 of
                                                                                                                                                 Common
                                                                                                                                                 Stock
                                                                                                                                                 by
                                                                                                                                                 the
                                                                                                                                                 Company,
                                                                                                                                                 in
                                                                                                                                                 which
                                                                                                                                                 event
                                                                                                                                                 the
                                                                                                                                                 members
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Shareholder
                                                                                                                                                 Group
                                                                                                                                                 will
                                                                                                                                                 be
                                                                                                                                                 permitted
                                                                                                                                                 to
                                                                                                                                                 both
                                                                                                                                                 participate
                                                                                                                                                 in
                                                                                                                                                 such
                                                                                                                                                 a
                                                                                                                                                 public
                                                                                                                                                 offering
                                                                                                                                                 in
                                                                                                                                                 the
                                                                                                                                                 same
                                                                                                                                                 manner
                                                                                                                                                 as
                                                                                                                                                 any
                                                                                                                                                 other
                                                                                                                                                 shareholder
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Company
                                                                                                                                                 and
                                                                                                                                                 to
                                                                                                                                                 acquire
                                                                                                                                                 shares
                                                                                                                                                 of
                                                                                                                                                 Common
                                                                                                                                                 Stock
                                                                                                                                                 or
                                                                                                                                                 other
                                                                                                                                                 securities
                                                                                                                                                 in
                                                                                                                                                 the
                                                                                                                                                 open
                                                                                                                                                 market
                                                                                                                                                 solely
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 extent
                                                                                                                                                 necessary
                                                                                                                                                 to
                                                                                                                                                 maintain
                                                                                                                                                 the
                                                                                                                                                 Total
                                                                                                                                                 Ownership
                                                                                                                                                 Percentage
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Shareholder
                                                                                                                                                 Group
                                                                                                                                                 as
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 date
                                                                                                                                                 immediately
                                                                                                                                                 prior
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 public
                                                                                                                                                 announcement
                                                                                                                                                 of
                                                                                                                                                 such
                                                                                                                                                 offering
                                                                                                                                                 of
                                                                                                                                                 shares
                                                                                                                                                 of
                                                                                                                                                 Common
                                                                                                                                                 Stock;



 


		(iii)	in
                                                                                                                                                  the
                                                                                                                                                  event
                                                                                                                                                  the
                                                                                                                                                  Company
                                                                                                                                                  engages
                                                                                                                                                  in
                                                                                                                                                  a
                                                                                                                                                  Capital
                                                                                                                                                  Raising
                                                                                                                                                  Transaction
                                                                                                                                                  that
                                                                                                                                                  involves
                                                                                                                                                  solely
                                                                                                                                                  the
                                                                                                                                                  issuance
                                                                                                                                                  of
                                                                                                                                                  Common
                                                                                                                                                  Stock
                                                                                                                                                  (other
                                                                                                                                                  than
                                                                                                                                                  in
                                                                                                                                                  an
                                                                                                                                                  underwritten
                                                                                                                                                  public
                                                                                                                                                  offering),
                                                                                                                                                  in
                                                                                                                                                  which
                                                                                                                                                  event
                                                                                                                                                  the
                                                                                                                                                  members
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Shareholder
                                                                                                                                                  Group
                                                                                                                                                  will
                                                                                                                                                  be
                                                                                                                                                  permitted
                                                                                                                                                  to
                                                                                                                                                  acquire
                                                                                                                                                  shares
                                                                                                                                                  of
                                                                                                                                                  Common
                                                                                                                                                  Stock
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  open
                                                                                                                                                  market
                                                                                                                                                  solely
                                                                                                                                                  to
                                                                                                                                                  the
                                                                                                                                                  extent
                                                                                                                                                  necessary
                                                                                                                                                  to
                                                                                                                                                  maintain
                                                                                                                                                  the
                                                                                                                                                  Total
                                                                                                                                                  Ownership
                                                                                                                                                  Percentage
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Shareholder
                                                                                                                                                  Group
                                                                                                                                                  as
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  date
                                                                                                                                                  immediately
                                                                                                                                                  prior
                                                                                                                                                  to
                                                                                                                                                  the
                                                                                                                                                  public
                                                                                                                                                  announcement
                                                                                                                                                  of
                                                                                                                                                  such
                                                                                                                                                  Capital
                                                                                                                                                  Raising
                                                                                                                                                  Transaction;
                                                                                                                                                  or



 


		(iv)	after
                                                                                                                                                                     the
                                                                                                                                                                     earlier
                                                                                                                                                                     of
                                                                                                                                                                     (A) a
                                                                                                                                                                     conversion
                                                                                                                                                                     of
                                                                                                                                                                     all
                                                                                                                                                                     of
                                                                                                                                                                     the
                                                                                                                                                                     shares
                                                                                                                                                                     of
                                                                                                                                                                     the
                                                                                                                                                                     Preferred
                                                                                                                                                                     Stock
                                                                                                                                                                     Beneficially
                                                                                                                                                                     Owned
                                                                                                                                                                     by
                                                                                                                                                                     the
                                                                                                                                                                     Shareholder
                                                                                                                                                                     Group
                                                                                                                                                                     pursuant
                                                                                                                                                                     to
                                                                                                                                                                     paragraph
                                                                                                                                                                     4(h)(7)
                                                                                                                                                                     of
                                                                                                                                                                     the
                                                                                                                                                                     Company’s
                                                                                                                                                                     Certificate
                                                                                                                                                                     of
                                                                                                                                                                     Incorporation
                                                                                                                                                                     or
                                                                                                                                                                     (B) the
                                                                                                                                                                     seventh
                                                                                                                                                                     (7th) anniversary
                                                                                                                                                                     of
                                                                                                                                                                     the
                                                                                                                                                                     Closing
                                                                                                                                                                     Date;



 


provided, that (x) each of sub-clauses
(i), (ii), (iii) and (iv) above shall apply only to the extent that such acquisition or acquisitions would not cause
the Total Ownership Percentage of the Shareholder Group to exceed the Ownership Cap and (y) the Shareholder provides written
notice to the Company of the number of shares of Company Securities acquired by any member of the Shareholder Group within ten
(10) Business Days following any such acquisition, unless such acquisition has been disclosed prior to that date pursuant
to a public filing with the U.S. Securities and Exchange Commission; and provided further, that if an Affiliate of the
Shareholder or an Affiliate of Samsung breaches the restrictions set forth in this Section 2.1(a) without the knowledge
of the Shareholder or Samsung, then (I) each of the Shareholder and Samsung shall use reasonable best efforts to cause such
Affiliate to sell all Breach Shares as promptly as practicable and in any event within six (6) months after the Shareholder
or Samsung becomes aware of such breach (the “Cure Period”) and (II) to the extent the Shareholder and Samsung
used reasonable best efforts to cause such Affiliate to sell the Breach Shares and if such Affiliate enters into an agreement
to the Shareholder Agreement agreeing to be bound by all of the restrictions and obligations contained in the Shareholder Agreement
applicable to the Shareholder as if it were a party thereto, then the Shareholder or Samsung, subject to the restrictions contained
in Section 4.1 of the Shareholder Agreement, may dispose of shares of Common Stock held by them within the Cure Period,
in which case the number of Breach Shares shall be deemed to have been reduced by the corresponding number of shares of Common
Stock so disposed of by the Shareholder and/or Samsung (provided that if such Affiliate is a Subsidiary of either
the Shareholder or Samsung, then the Cure Period shall be three (3) months after the Shareholder or Samsung becomes aware
of such breach); and provided further, that, this Section 2.1(a) shall not in any way limit the acquisition
of businesses or assets of the Company or any capital stock or other securities of the Company’s Subsidiaries pursuant to
existing or future commercial arrangements between the Company and any of its Affiliates, on the one hand, and any member of the
Shareholder Group, on the other hand, which arrangements do not involve a Change of Control or an attempt by the Shareholder or
Samsung or any of their Affiliates or third party to influence the policies or control of the Company or its Subsidiaries (other
than in respect of such arrangement);


 

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	(b)	commence
                                                                                                                                             or
                                                                                                                                             seek
                                                                                                                                             to
                                                                                                                                             commence
                                                                                                                                             any
                                                                                                                                             tender
                                                                                                                                             offer
                                                                                                                                             or
                                                                                                                                             exchange
                                                                                                                                             offer
                                                                                                                                             (with
                                                                                                                                             or
                                                                                                                                             without
                                                                                                                                             conditions)
                                                                                                                                             involving
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             Subsidiaries
                                                                                                                                             or
                                                                                                                                             authorize,
                                                                                                                                             endorse,
                                                                                                                                             encourage,
                                                                                                                                             seek,
                                                                                                                                             effect,
                                                                                                                                             announce
                                                                                                                                             or
                                                                                                                                             submit
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             any
                                                                                                                                             proposal
                                                                                                                                             or
                                                                                                                                             offer
                                                                                                                                             (whether
                                                                                                                                             publicly
                                                                                                                                             or
                                                                                                                                             otherwise
                                                                                                                                             or
                                                                                                                                             whether
                                                                                                                                             with
                                                                                                                                             or
                                                                                                                                             without
                                                                                                                                             conditions)
                                                                                                                                             concerning
                                                                                                                                             any
                                                                                                                                             merger,
                                                                                                                                             share
                                                                                                                                             exchange,
                                                                                                                                             sale
                                                                                                                                             of
                                                                                                                                             assets,
                                                                                                                                             consolidation,
                                                                                                                                             business
                                                                                                                                             combination,
                                                                                                                                             recapitalization,
                                                                                                                                             restructuring,
                                                                                                                                             liquidation,
                                                                                                                                             dissolution
                                                                                                                                             or
                                                                                                                                             other
                                                                                                                                             extraordinary
                                                                                                                                             transaction
                                                                                                                                             with
                                                                                                                                             or
                                                                                                                                             involving
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             Subsidiaries
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             or
                                                                                                                                             their
                                                                                                                                             respective
                                                                                                                                             securities
                                                                                                                                             or
                                                                                                                                             assets;
                                                                                                                                             provided,
                                                                                                                                             that
                                                                                                                                             this
                                                                                                                                             Section 2.1(b)
                                                                                                                                             shall
                                                                                                                                             not
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             way
                                                                                                                                             limit
                                                                                                                                             the
                                                                                                                                             acquisition
                                                                                                                                             of
                                                                                                                                             businesses
                                                                                                                                             or
                                                                                                                                             assets
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             pursuant
                                                                                                                                             to
                                                                                                                                             existing
                                                                                                                                             or
                                                                                                                                             future
                                                                                                                                             commercial
                                                                                                                                             arrangements
                                                                                                                                             between
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             and
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             Affiliates,
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             one
                                                                                                                                             hand,
                                                                                                                                             and
                                                                                                                                             any
                                                                                                                                             member
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             Group,
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             other
                                                                                                                                             hand,
                                                                                                                                             which
                                                                                                                                             arrangements
                                                                                                                                             do
                                                                                                                                             not
                                                                                                                                             involve
                                                                                                                                             a
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             or
                                                                                                                                             an
                                                                                                                                             attempt
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             or
                                                                                                                                             Samsung
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             their
                                                                                                                                             Affiliates
                                                                                                                                             or
                                                                                                                                             third
                                                                                                                                             party
                                                                                                                                             to
                                                                                                                                             influence
                                                                                                                                             the
                                                                                                                                             policies
                                                                                                                                             or
                                                                                                                                             control
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             or
                                                                                                                                             its
                                                                                                                                             Subsidiaries
                                                                                                                                             (other
                                                                                                                                             than
                                                                                                                                             in
                                                                                                                                             respect
                                                                                                                                             of
                                                                                                                                             such
                                                                                                                                             arrangement);



 


	(c)	make,
                                                                                                                                             or
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             way
                                                                                                                                             participate,
                                                                                                                                             directly
                                                                                                                                             or
                                                                                                                                             indirectly,
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             “solicitation”
                                                                                                                                             of
                                                                                                                                             “proxies”
                                                                                                                                             (as
                                                                                                                                             such
                                                                                                                                             terms
                                                                                                                                             are
                                                                                                                                             defined
                                                                                                                                             under
                                                                                                                                             Regulation
                                                                                                                                             14A under
                                                                                                                                             the
                                                                                                                                             Exchange
                                                                                                                                             Act)
                                                                                                                                             to
                                                                                                                                             vote
                                                                                                                                             or
                                                                                                                                             take
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             action,
                                                                                                                                             including
                                                                                                                                             soliciting
                                                                                                                                             consents
                                                                                                                                             or
                                                                                                                                             taking
                                                                                                                                             other
                                                                                                                                             action
                                                                                                                                             with
                                                                                                                                             respect
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             calling
                                                                                                                                             of
                                                                                                                                             a
                                                                                                                                             special
                                                                                                                                             meeting
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company’s
                                                                                                                                             shareholders,
                                                                                                                                             seeking
                                                                                                                                             to
                                                                                                                                             advise
                                                                                                                                             or
                                                                                                                                             influence
                                                                                                                                             any
                                                                                                                                             Person
                                                                                                                                             with
                                                                                                                                             respect
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             voting
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             securities
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             Subsidiaries
                                                                                                                                             or
                                                                                                                                             making
                                                                                                                                             any
                                                                                                                                             shareholder
                                                                                                                                             proposals
                                                                                                                                             under
                                                                                                                                             Rule
                                                                                                                                             14a-8
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Exchange
                                                                                                                                             Act;



 


	(d)	whether
                                                                                                                                             alone
                                                                                                                                             or
                                                                                                                                             in
                                                                                                                                             concert
                                                                                                                                             with
                                                                                                                                             any
                                                                                                                                             Group
                                                                                                                                             or
                                                                                                                                             otherwise
                                                                                                                                             in
                                                                                                                                             concert
                                                                                                                                             with
                                                                                                                                             others
                                                                                                                                             (i) seek
                                                                                                                                             to
                                                                                                                                             place
                                                                                                                                             a
                                                                                                                                             director
                                                                                                                                             or
                                                                                                                                             other
                                                                                                                                             representative
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             Board,
                                                                                                                                             (ii) seek
                                                                                                                                             the
                                                                                                                                             removal
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             member
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Board,
                                                                                                                                             or
                                                                                                                                             (iii) otherwise
                                                                                                                                             seek
                                                                                                                                             or
                                                                                                                                             propose
                                                                                                                                             to
                                                                                                                                             control
                                                                                                                                             or
                                                                                                                                             influence
                                                                                                                                             the
                                                                                                                                             Board
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             management
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             policies
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company;



 


	(e)	make
                                                                                                                                             any
                                                                                                                                             public
                                                                                                                                             announcements,
                                                                                                                                             proposals
                                                                                                                                             or
                                                                                                                                             offers
                                                                                                                                             to
                                                                                                                                             take
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             foregoing
                                                                                                                                             actions,
                                                                                                                                             or
                                                                                                                                             publicly
                                                                                                                                             disclose
                                                                                                                                             or
                                                                                                                                             direct
                                                                                                                                             any
                                                                                                                                             Person
                                                                                                                                             to
                                                                                                                                             disclose,
                                                                                                                                             any
                                                                                                                                             intention,
                                                                                                                                             plan
                                                                                                                                             or
                                                                                                                                             arrangement
                                                                                                                                             inconsistent
                                                                                                                                             with
                                                                                                                                             the
                                                                                                                                             foregoing;



 


	(f)	enter
                                                                                                                                             into
                                                                                                                                             any
                                                                                                                                             discussions,
                                                                                                                                             negotiations,
                                                                                                                                             arrangements
                                                                                                                                             or
                                                                                                                                             understandings
                                                                                                                                             with
                                                                                                                                             any
                                                                                                                                             Person
                                                                                                                                             to
                                                                                                                                             do
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             foregoing,
                                                                                                                                             or
                                                                                                                                             act
                                                                                                                                             in
                                                                                                                                             concert
                                                                                                                                             with
                                                                                                                                             or
                                                                                                                                             advise,
                                                                                                                                             assist
                                                                                                                                             or
                                                                                                                                             encourage
                                                                                                                                             any
                                                                                                                                             Person
                                                                                                                                             in
                                                                                                                                             connection
                                                                                                                                             with
                                                                                                                                             the
                                                                                                                                             foregoing,
                                                                                                                                             or
                                                                                                                                             form,
                                                                                                                                             join
                                                                                                                                             or
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             way
                                                                                                                                             participate
                                                                                                                                             in
                                                                                                                                             a
                                                                                                                                             Group
                                                                                                                                             with
                                                                                                                                             any
                                                                                                                                             Person
                                                                                                                                             for
                                                                                                                                             the
                                                                                                                                             purpose
                                                                                                                                             of
                                                                                                                                             acquiring,
                                                                                                                                             holding
                                                                                                                                             or
                                                                                                                                             voting
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             Company
                                                                                                                                             Securities;
                                                                                                                                             or



 


	(g)	request
                                                                                                                                             or
                                                                                                                                             seek
                                                                                                                                             that
                                                                                                                                             the
                                                                                                                                             Board,
                                                                                                                                             any
                                                                                                                                             committee
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Board,
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             Subsidiaries
                                                                                                                                             or
                                                                                                                                             their
                                                                                                                                             respective
                                                                                                                                             Representatives,
                                                                                                                                             directly
                                                                                                                                             or
                                                                                                                                             indirectly,
                                                                                                                                             amend
                                                                                                                                             or
                                                                                                                                             waive
                                                                                                                                             any
                                                                                                                                             provision
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Section 2.1.



 


Section 2.2       Standstill
Exceptions

 

	(a)	If
                                                                                                                                             and
                                                                                                                                             only
                                                                                                                                             if
                                                                                                                                             a
                                                                                                                                             Person
                                                                                                                                             that
                                                                                                                                             is
                                                                                                                                             not
                                                                                                                                             (i) a
                                                                                                                                             member
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             Group
                                                                                                                                             or
                                                                                                                                             (ii) acting
                                                                                                                                             on
                                                                                                                                             behalf
                                                                                                                                             of,
                                                                                                                                             in
                                                                                                                                             concert
                                                                                                                                             with
                                                                                                                                             or
                                                                                                                                             with
                                                                                                                                             the
                                                                                                                                             encouragement
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             member
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             Group
                                                                                                                                             commences
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer,
                                                                                                                                             then
                                                                                                                                             either
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             or
                                                                                                                                             Samsung
                                                                                                                                             or
                                                                                                                                             one
                                                                                                                                             of
                                                                                                                                             their
                                                                                                                                             Subsidiaries
                                                                                                                                             (one
                                                                                                                                             such
                                                                                                                                             party,
                                                                                                                                             the
                                                                                                                                             “Requesting
                                                                                                                                             Party”)
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             permitted
                                                                                                                                             to
                                                                                                                                             make
                                                                                                                                             a
                                                                                                                                             private,
                                                                                                                                             confidential
                                                                                                                                             and
                                                                                                                                             written
                                                                                                                                             communication
                                                                                                                                             to
                                                                                                                                             either
                                                                                                                                             the
                                                                                                                                             Company’s
                                                                                                                                             Chief
                                                                                                                                             Executive
                                                                                                                                             Officer,
                                                                                                                                             Chairperson
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Board
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             Board
                                                                                                                                             (at
                                                                                                                                             election
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Requesting
                                                                                                                                             Party
                                                                                                                                             making
                                                                                                                                             such
                                                                                                                                             communication)
                                                                                                                                             solely
                                                                                                                                             to
                                                                                                                                             request
                                                                                                                                             permission
                                                                                                                                             to
                                                                                                                                             submit
                                                                                                                                             a
                                                                                                                                             Competing
                                                                                                                                             Offer;
                                                                                                                                             provided,
                                                                                                                                             that
                                                                                                                                             such
                                                                                                                                             request
                                                                                                                                             would
                                                                                                                                             not
                                                                                                                                             be
                                                                                                                                             reasonably
                                                                                                                                             likely
                                                                                                                                             to
                                                                                                                                             require
                                                                                                                                             disclosure
                                                                                                                                             or
                                                                                                                                             other
                                                                                                                                             public
                                                                                                                                             announcement
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Shareholder,
                                                                                                                                             any
                                                                                                                                             member
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             Group,
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             their
                                                                                                                                             respective
                                                                                                                                             Affiliates;
                                                                                                                                             provided,
                                                                                                                                             however,
                                                                                                                                             that
                                                                                                                                             the
                                                                                                                                             right
                                                                                                                                             to
                                                                                                                                             submit
                                                                                                                                             such
                                                                                                                                             request
                                                                                                                                             shall
                                                                                                                                             terminate,
                                                                                                                                             and
                                                                                                                                             the
                                                                                                                                             Requesting
                                                                                                                                             Party
                                                                                                                                             shall
                                                                                                                                             immediately
                                                                                                                                             withdraw
                                                                                                                                             any
                                                                                                                                             request
                                                                                                                                             that
                                                                                                                                             it
                                                                                                                                             has
                                                                                                                                             previously
                                                                                                                                             submitted
                                                                                                                                             (and
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             request
                                                                                                                                             shall
                                                                                                                                             terminate),
                                                                                                                                             if
                                                                                                                                             such
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             is
                                                                                                                                             withdrawn
                                                                                                                                             or
                                                                                                                                             terminated
                                                                                                                                             (or
                                                                                                                                             such
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             ceases
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer)
                                                                                                                                             prior
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             submission
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Requesting
                                                                                                                                             Party
                                                                                                                                             of
                                                                                                                                             a
                                                                                                                                             Competing
                                                                                                                                             Offer
                                                                                                                                             (with
                                                                                                                                             respect
                                                                                                                                             to
                                                                                                                                             which
                                                                                                                                             consent
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             making
                                                                                                                                             of
                                                                                                                                             such
                                                                                                                                             Competing
                                                                                                                                             Offer
                                                                                                                                             was
                                                                                                                                             provided
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             in
                                                                                                                                             accordance
                                                                                                                                             with
                                                                                                                                             this
                                                                                                                                             Section 2.2).
                                                                                                                                             For
                                                                                                                                             the
                                                                                                                                             avoidance
                                                                                                                                             of
                                                                                                                                             doubt,
                                                                                                                                             if
                                                                                                                                             such
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             is
                                                                                                                                             withdrawn
                                                                                                                                             or
                                                                                                                                             terminated
                                                                                                                                             (or
                                                                                                                                             such
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             ceases
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer),
                                                                                                                                             the
                                                                                                                                             right
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             Requesting
                                                                                                                                             Party
                                                                                                                                             to
                                                                                                                                             submit
                                                                                                                                             any
                                                                                                                                             further
                                                                                                                                             request
                                                                                                                                             shall
                                                                                                                                             terminate
                                                                                                                                             and
                                                                                                                                             the
                                                                                                                                             Requesting
                                                                                                                                             Party
                                                                                                                                             shall
                                                                                                                                             not
                                                                                                                                             have
                                                                                                                                             a
                                                                                                                                             right
                                                                                                                                             to
                                                                                                                                             amend
                                                                                                                                             or
                                                                                                                                             modify
                                                                                                                                             any
                                                                                                                                             existing
                                                                                                                                             request
                                                                                                                                             or
                                                                                                                                             Competing
                                                                                                                                             Offer
                                                                                                                                             (unless
                                                                                                                                             another
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             has
                                                                                                                                             commenced
                                                                                                                                             and
                                                                                                                                             is
                                                                                                                                             pending).



 


	(b)	Notwithstanding
                                                                                                                                             the
                                                                                                                                             foregoing,
                                                                                                                                             and
                                                                                                                                             if
                                                                                                                                             and
                                                                                                                                             only
                                                                                                                                             if
                                                                                                                                             (i) a
                                                                                                                                             Core
                                                                                                                                             Competitor
                                                                                                                                             that
                                                                                                                                             is
                                                                                                                                             not
                                                                                                                                             acting
                                                                                                                                             on
                                                                                                                                             behalf
                                                                                                                                             of,
                                                                                                                                             in
                                                                                                                                             concert
                                                                                                                                             with
                                                                                                                                             or
                                                                                                                                             with
                                                                                                                                             the
                                                                                                                                             encouragement
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             member
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Shareholder
                                                                                                                                             Group
                                                                                                                                             commences,
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer,
                                                                                                                                             (ii) the
                                                                                                                                             Board
                                                                                                                                             recommends
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             shareholders
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             a
                                                                                                                                             transaction
                                                                                                                                             that
                                                                                                                                             would
                                                                                                                                             result
                                                                                                                                             in
                                                                                                                                             a
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             or
                                                                                                                                             otherwise
                                                                                                                                             approves
                                                                                                                                             such
                                                                                                                                             transaction
                                                                                                                                             or
                                                                                                                                             (iii) the
                                                                                                                                             Company
                                                                                                                                             enters
                                                                                                                                             into
                                                                                                                                             a
                                                                                                                                             definitive
                                                                                                                                             and
                                                                                                                                             binding
                                                                                                                                             agreement
                                                                                                                                             to
                                                                                                                                             implement
                                                                                                                                             a
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control,
                                                                                                                                             then
                                                                                                                                             a
                                                                                                                                             Requesting
                                                                                                                                             Party
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             permitted
                                                                                                                                             to
                                                                                                                                             submit
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Board
                                                                                                                                             a
                                                                                                                                             Competing
                                                                                                                                             Offer;
                                                                                                                                             provided,
                                                                                                                                             however,
                                                                                                                                             that
                                                                                                                                             if
                                                                                                                                             such
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer,
                                                                                                                                             Board
                                                                                                                                             recommendation
                                                                                                                                             or
                                                                                                                                             approval
                                                                                                                                             of
                                                                                                                                             a
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             transaction,
                                                                                                                                             as
                                                                                                                                             applicable,
                                                                                                                                             is
                                                                                                                                             withdrawn
                                                                                                                                             or
                                                                                                                                             terminated
                                                                                                                                             or
                                                                                                                                             such
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             ceases
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             prior
                                                                                                                                             to
                                                                                                                                             a
                                                                                                                                             Competing
                                                                                                                                             Offer
                                                                                                                                             being
                                                                                                                                             validly
                                                                                                                                             submitted
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Board,
                                                                                                                                             the
                                                                                                                                             right
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             Requesting
                                                                                                                                             Party
                                                                                                                                             to
                                                                                                                                             submit
                                                                                                                                             a
                                                                                                                                             Competing
                                                                                                                                             Offer
                                                                                                                                             (with
                                                                                                                                             respect
                                                                                                                                             to
                                                                                                                                             such
                                                                                                                                             prior
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             or
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             transaction)
                                                                                                                                             shall
                                                                                                                                             terminate
                                                                                                                                             and,
                                                                                                                                             if
                                                                                                                                             a
                                                                                                                                             Competing
                                                                                                                                             Offer
                                                                                                                                             has
                                                                                                                                             been
                                                                                                                                             validly
                                                                                                                                             submitted
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Board
                                                                                                                                             prior
                                                                                                                                             to
                                                                                                                                             such
                                                                                                                                             withdrawal
                                                                                                                                             or
                                                                                                                                             termination
                                                                                                                                             of
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             or
                                                                                                                                             recommendation
                                                                                                                                             or
                                                                                                                                             approval
                                                                                                                                             of
                                                                                                                                             a
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             transaction
                                                                                                                                             or
                                                                                                                                             prior
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             time
                                                                                                                                             at
                                                                                                                                             which
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             ceases
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             a
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer,
                                                                                                                                             such
                                                                                                                                             Competing
                                                                                                                                             Offer
                                                                                                                                             shall
                                                                                                                                             not
                                                                                                                                             be
                                                                                                                                             amended
                                                                                                                                             or
                                                                                                                                             modified
                                                                                                                                             (unless
                                                                                                                                             another
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             meeting
                                                                                                                                             the
                                                                                                                                             requirements
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Section 2.2(b)
                                                                                                                                             and
                                                                                                                                             Section 2.2(c) has
                                                                                                                                             commenced
                                                                                                                                             and
                                                                                                                                             is
                                                                                                                                             pending
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             Board
                                                                                                                                             recommends
                                                                                                                                             or
                                                                                                                                             approves
                                                                                                                                             another
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             transaction).



 


	(c)	For
                                                                                                                                             purposes
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Agreement,
                                                                                                                                             “Bona
                                                                                                                                             Fide
                                                                                                                                             Offer”
                                                                                                                                             shall
                                                                                                                                             mean
                                                                                                                                             a
                                                                                                                                             public
                                                                                                                                             bona
                                                                                                                                             fide
                                                                                                                                             offer
                                                                                                                                             (i) to
                                                                                                                                             acquire
                                                                                                                                             at
                                                                                                                                             least
                                                                                                                                             eighty
                                                                                                                                             percent
                                                                                                                                             (80%) (or
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             case
                                                                                                                                             of
                                                                                                                                             an
                                                                                                                                             offer
                                                                                                                                             by
                                                                                                                                             a
                                                                                                                                             Core
                                                                                                                                             Competitor,
                                                                                                                                             more
                                                                                                                                             than
                                                                                                                                             fifty
                                                                                                                                             percent
                                                                                                                                             (50.0%)) of
                                                                                                                                             the
                                                                                                                                             outstanding
                                                                                                                                             Voting
                                                                                                                                             Securities
                                                                                                                                             at
                                                                                                                                             a
                                                                                                                                             premium
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             trading
                                                                                                                                             price
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Common
                                                                                                                                             Stock
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             New
                                                                                                                                             York
                                                                                                                                             Stock
                                                                                                                                             Exchange
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             trading
                                                                                                                                             day
                                                                                                                                             immediately
                                                                                                                                             prior
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             date
                                                                                                                                             on
                                                                                                                                             which
                                                                                                                                             the
                                                                                                                                             offer
                                                                                                                                             is
                                                                                                                                             commenced
                                                                                                                                             or
                                                                                                                                             otherwise
                                                                                                                                             announced
                                                                                                                                             publicly,
                                                                                                                                             (ii) (A) that
                                                                                                                                             is
                                                                                                                                             not
                                                                                                                                             conditioned
                                                                                                                                             on
                                                                                                                                             financing
                                                                                                                                             (unless
                                                                                                                                             such
                                                                                                                                             offer
                                                                                                                                             is
                                                                                                                                             made
                                                                                                                                             by
                                                                                                                                             a
                                                                                                                                             Core
                                                                                                                                             Competitor)
                                                                                                                                             and
                                                                                                                                             (B) that
                                                                                                                                             is
                                                                                                                                             either
                                                                                                                                             fully
                                                                                                                                             financed
                                                                                                                                             or
                                                                                                                                             supported
                                                                                                                                             by
                                                                                                                                             a
                                                                                                                                             binding
                                                                                                                                             commitment
                                                                                                                                             letter
                                                                                                                                             or
                                                                                                                                             for
                                                                                                                                             which
                                                                                                                                             the
                                                                                                                                             offeror
                                                                                                                                             has
                                                                                                                                             available
                                                                                                                                             cash
                                                                                                                                             in
                                                                                                                                             an
                                                                                                                                             amount
                                                                                                                                             sufficient
                                                                                                                                             to
                                                                                                                                             consummate
                                                                                                                                             such
                                                                                                                                             acquisition
                                                                                                                                             and
                                                                                                                                             (iii) with
                                                                                                                                             respect
                                                                                                                                             to
                                                                                                                                             which
                                                                                                                                             there
                                                                                                                                             is
                                                                                                                                             no
                                                                                                                                             reason
                                                                                                                                             to
                                                                                                                                             believe
                                                                                                                                             that
                                                                                                                                             such
                                                                                                                                             offer
                                                                                                                                             will
                                                                                                                                             not
                                                                                                                                             be
                                                                                                                                             consummated
                                                                                                                                             due
                                                                                                                                             to
                                                                                                                                             regulatory
                                                                                                                                             or
                                                                                                                                             anti-trust
                                                                                                                                             approvals.
                                                                                                                                             For
                                                                                                                                             purposes
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Agreement,
                                                                                                                                             a
                                                                                                                                             “Competing
                                                                                                                                             Offer”
                                                                                                                                             shall
                                                                                                                                             mean
                                                                                                                                             a
                                                                                                                                             bona
                                                                                                                                             fide
                                                                                                                                             offer
                                                                                                                                             to
                                                                                                                                             acquire
                                                                                                                                             at
                                                                                                                                             least
                                                                                                                                             the
                                                                                                                                             same
                                                                                                                                             percentage
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             outstanding
                                                                                                                                             Voting
                                                                                                                                             Securities
                                                                                                                                             as
                                                                                                                                             is
                                                                                                                                             proposed
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             acquired
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             proposed
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             transaction
                                                                                                                                             on
                                                                                                                                             terms
                                                                                                                                             and
                                                                                                                                             conditions
                                                                                                                                             that
                                                                                                                                             are
                                                                                                                                             more
                                                                                                                                             favorable
                                                                                                                                             from
                                                                                                                                             a
                                                                                                                                             financial
                                                                                                                                             point
                                                                                                                                             of
                                                                                                                                             view
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             and
                                                                                                                                             its
                                                                                                                                             shareholders
                                                                                                                                             than
                                                                                                                                             the
                                                                                                                                             Bona
                                                                                                                                             Fide
                                                                                                                                             Offer
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             proposed
                                                                                                                                             Change
                                                                                                                                             of
                                                                                                                                             Control
                                                                                                                                             transaction.



 

	CORNING INCORPORATED - 2013 Form 10-K	5



    	 



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	ARTICLE III     	REPRESENTATIONS



 


Section 3.1       Shareholder
Representations


 


Each of Samsung and the Shareholder represents
and warrants as follows:


 


	(a)	Power
                                                                                                                                             and
                                                                                                                                             Authority.
                                                                                                                                             It
                                                                                                                                             has
                                                                                                                                             all
                                                                                                                                             requisite
                                                                                                                                             corporate
                                                                                                                                             power
                                                                                                                                             and
                                                                                                                                             authority
                                                                                                                                             to
                                                                                                                                             enter
                                                                                                                                             into
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             and
                                                                                                                                             to
                                                                                                                                             perform
                                                                                                                                             its
                                                                                                                                             obligations
                                                                                                                                             hereunder.



 


	(b)	Binding
                                                                                                                                             Effect.
                                                                                                                                             This
                                                                                                                                             Agreement
                                                                                                                                             has
                                                                                                                                             been
                                                                                                                                             duly
                                                                                                                                             executed
                                                                                                                                             and
                                                                                                                                             delivered
                                                                                                                                             by
                                                                                                                                             each
                                                                                                                                             of
                                                                                                                                             Samsung
                                                                                                                                             and
                                                                                                                                             the
                                                                                                                                             Shareholder (as applicable) and is a valid
and binding agreement of each of Samsung and the Shareholder (as applicable), enforceable against each of Samsung and the Shareholder
(as applicable) in accordance with its terms.



 


Section 3.2       Company
Representations


 


The Company represents and warrants as follows:


 


	(a)	Power
                                                                                                                                             and
                                                                                                                                             Authority.
                                                                                                                                             The
                                                                                                                                             Company
                                                                                                                                             has
                                                                                                                                             all
                                                                                                                                             requisite
                                                                                                                                             corporate
                                                                                                                                             power
                                                                                                                                             and
                                                                                                                                             authority
                                                                                                                                             to
                                                                                                                                             enter
                                                                                                                                             into
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             and
                                                                                                                                             to
                                                                                                                                             perform
                                                                                                                                             its
                                                                                                                                             obligations
                                                                                                                                             hereunder.



 


	(b)	Binding
                                                                                                                                             Effect.
                                                                                                                                             This
                                                                                                                                             Agreement
                                                                                                                                             has
                                                                                                                                             been
                                                                                                                                             duly
                                                                                                                                             executed
                                                                                                                                             and
                                                                                                                                             delivered
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             and
                                                                                                                                             is
                                                                                                                                             a
                                                                                                                                             valid
                                                                                                                                             and
                                                                                                                                             binding
                                                                                                                                             agreement
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Company,
                                                                                                                                             enforceable
                                                                                                                                             against
                                                                                                                                             the
                                                                                                                                             Company
                                                                                                                                             in
                                                                                                                                             accordance
                                                                                                                                             with
                                                                                                                                             its
                                                                                                                                             terms.



 

	ARTICLE IV     	TERMINATION



 


Section 4.1       Termination


 


The term of this Agreement is perpetual,
but may be terminated at any time by the mutual written consent of the Parties hereto. Notwithstanding the foregoing, this Agreement
and all of its provisions shall terminate upon the earlier of (a) twelve (12) months after the date hereof if the Closing
shall not have occurred prior to such date; (b) the later of the date of the termination of this Agreement and the date falling
six (6) months after the date hereof, if the Framework Agreement is validly terminated prior to the Closing due to a breach
of the Framework Agreement by any of the Corning Parties (as defined therein), (c) the later of the date of the termination
of this Agreement and the date falling eighteen (18) months after the date hereof, if the Framework Agreement is validly
terminated prior to the Closing due to a breach of the Framework Agreement by the Shareholder, (d) the consummation of a
Change of Control, or (e) following the Closing at the end of a continuous two (2)-year period (A) beginning on or after
the eighteenth (18th) anniversary of the date hereof and (B) during which for the entire time the Shareholder
Group Beneficially Owns less than the Total Ownership Percentage of zero point three percent (0.30%). For the avoidance of doubt,
unless mutually consented in writing by the Parties, in no event shall this Agreement terminate pursuant to clause (e) prior
to the twentieth (20th) anniversary of the date hereof.


 


Section 4.2       Effect
of Termination


 


From and after a termination in accordance
with Section 4.1, this Agreement shall become null and void and of no further force and effect, except for Section 5.2,
Section 5.3, Section 5.5, Section 5.8 and Section 5.12, which shall continue in
full force and effect indefinitely. The termination of this Agreement shall not affect any rights or obligations that shall have
arisen or accrued prior to the date of termination.


 

	ARTICLE V     	MISCELLANEOUS



 


Section 5.1       No
Other Agreements


 


Each of Samsung and the Shareholder shall
not (and shall cause its Affiliates not to) enter into any other voting, buy-sell, shareholder or other agreement relating to
any Company Securities that conflicts with or is otherwise inconsistent in any way with this Agreement.


 

	CORNING INCORPORATED - 2013 Form 10-K	6



    	 



    	Back to Contents



    

Section 5.2       Announcements


 


Neither the Company, Samsung nor the Shareholder
shall make any public announcement with respect to the existence or terms of this Agreement without the prior approval of the
other Parties. Notwithstanding the foregoing, nothing in this Section 5.2 shall prevent any Party from making any
public announcement or filing it determines to be reasonably necessary in order to satisfy its obligations under applicable Law
or under the rules of any national securities exchange.


 


Section 5.3       Specific
Performance

 

	(a)	The
                                                                                                                                             Parties
                                                                                                                                             agree
                                                                                                                                             that
                                                                                                                                             irreparable
                                                                                                                                             damage
                                                                                                                                             would
                                                                                                                                             occur
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             event
                                                                                                                                             that
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             provisions
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             were
                                                                                                                                             not
                                                                                                                                             performed
                                                                                                                                             in
                                                                                                                                             accordance
                                                                                                                                             with
                                                                                                                                             their
                                                                                                                                             specific
                                                                                                                                             terms
                                                                                                                                             or
                                                                                                                                             were
                                                                                                                                             otherwise
                                                                                                                                             breached.
                                                                                                                                             Each
                                                                                                                                             Party
                                                                                                                                             agrees
                                                                                                                                             that,
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             event
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             breach
                                                                                                                                             or
                                                                                                                                             threatened
                                                                                                                                             breach
                                                                                                                                             by
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             Party
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             covenant
                                                                                                                                             or
                                                                                                                                             obligation
                                                                                                                                             contained
                                                                                                                                             in
                                                                                                                                             this
                                                                                                                                             Agreement,
                                                                                                                                             the
                                                                                                                                             non-breaching
                                                                                                                                             Party
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             entitled
                                                                                                                                             (in
                                                                                                                                             addition
                                                                                                                                             to
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             remedy
                                                                                                                                             that
                                                                                                                                             may
                                                                                                                                             be
                                                                                                                                             available
                                                                                                                                             to
                                                                                                                                             it
                                                                                                                                             whether
                                                                                                                                             in
                                                                                                                                             Law
                                                                                                                                             or
                                                                                                                                             equity,
                                                                                                                                             including
                                                                                                                                             monetary
                                                                                                                                             damages)
                                                                                                                                             to
                                                                                                                                             seek
                                                                                                                                             to
                                                                                                                                             obtain
                                                                                                                                             (i) a
                                                                                                                                             decree
                                                                                                                                             or
                                                                                                                                             order
                                                                                                                                             of
                                                                                                                                             specific
                                                                                                                                             performance
                                                                                                                                             to
                                                                                                                                             enforce
                                                                                                                                             the
                                                                                                                                             observance
                                                                                                                                             and
                                                                                                                                             performance
                                                                                                                                             of
                                                                                                                                             such
                                                                                                                                             covenant
                                                                                                                                             or
                                                                                                                                             obligation
                                                                                                                                             and
                                                                                                                                             (ii) an
                                                                                                                                             injunction
                                                                                                                                             restraining
                                                                                                                                             such
                                                                                                                                             breach
                                                                                                                                             or
                                                                                                                                             threatened
                                                                                                                                             breach.
                                                                                                                                             Each
                                                                                                                                             Party
                                                                                                                                             acknowledges
                                                                                                                                             and
                                                                                                                                             agrees
                                                                                                                                             that
                                                                                                                                             (A) each
                                                                                                                                             Party
                                                                                                                                             is
                                                                                                                                             entitled
                                                                                                                                             to
                                                                                                                                             seek
                                                                                                                                             to
                                                                                                                                             specifically
                                                                                                                                             enforce
                                                                                                                                             the
                                                                                                                                             terms
                                                                                                                                             and
                                                                                                                                             provisions
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             and
                                                                                                                                             (B) the
                                                                                                                                             right
                                                                                                                                             of
                                                                                                                                             specific
                                                                                                                                             enforcement
                                                                                                                                             is
                                                                                                                                             an
                                                                                                                                             integral
                                                                                                                                             part
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             transactions
                                                                                                                                             contemplated
                                                                                                                                             by
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             and
                                                                                                                                             without
                                                                                                                                             that
                                                                                                                                             right,
                                                                                                                                             none
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Parties
                                                                                                                                             hereto
                                                                                                                                             would
                                                                                                                                             have
                                                                                                                                             entered
                                                                                                                                             into
                                                                                                                                             this
                                                                                                                                             Agreement.



 


	(b)	Each
                                                                                                                                             Party
                                                                                                                                             further
                                                                                                                                             agrees
                                                                                                                                             that
                                                                                                                                             (i) such
                                                                                                                                             Party
                                                                                                                                             will
                                                                                                                                             not
                                                                                                                                             oppose
                                                                                                                                             the
                                                                                                                                             granting
                                                                                                                                             of
                                                                                                                                             an
                                                                                                                                             injunction,
                                                                                                                                             specific
                                                                                                                                             performance
                                                                                                                                             and
                                                                                                                                             other
                                                                                                                                             equitable
                                                                                                                                             relief
                                                                                                                                             as
                                                                                                                                             provided
                                                                                                                                             herein
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             basis
                                                                                                                                             that
                                                                                                                                             the
                                                                                                                                             other
                                                                                                                                             party
                                                                                                                                             has
                                                                                                                                             an
                                                                                                                                             adequate
                                                                                                                                             remedy
                                                                                                                                             at
                                                                                                                                             Law
                                                                                                                                             or
                                                                                                                                             an
                                                                                                                                             award
                                                                                                                                             of
                                                                                                                                             specific
                                                                                                                                             performance
                                                                                                                                             is
                                                                                                                                             not
                                                                                                                                             an
                                                                                                                                             appropriate
                                                                                                                                             remedy
                                                                                                                                             for
                                                                                                                                             any
                                                                                                                                             reason
                                                                                                                                             at
                                                                                                                                             Law
                                                                                                                                             or
                                                                                                                                             equity
                                                                                                                                             and
                                                                                                                                             (ii) no
                                                                                                                                             other
                                                                                                                                             party
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             Person
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             required
                                                                                                                                             to
                                                                                                                                             obtain,
                                                                                                                                             furnish
                                                                                                                                             or
                                                                                                                                             post
                                                                                                                                             any
                                                                                                                                             bond
                                                                                                                                             or
                                                                                                                                             similar
                                                                                                                                             instrument
                                                                                                                                             in
                                                                                                                                             connection
                                                                                                                                             with
                                                                                                                                             or
                                                                                                                                             as
                                                                                                                                             a
                                                                                                                                             condition
                                                                                                                                             to
                                                                                                                                             obtaining
                                                                                                                                             any
                                                                                                                                             remedy
                                                                                                                                             referred
                                                                                                                                             to
                                                                                                                                             in
                                                                                                                                             this
                                                                                                                                             Section 5.3,
                                                                                                                                             and
                                                                                                                                             each
                                                                                                                                             Party
                                                                                                                                             irrevocably
                                                                                                                                             waives
                                                                                                                                             any
                                                                                                                                             right
                                                                                                                                             it
                                                                                                                                             may
                                                                                                                                             have
                                                                                                                                             to
                                                                                                                                             require
                                                                                                                                             the
                                                                                                                                             obtaining,
                                                                                                                                             furnishing
                                                                                                                                             or
                                                                                                                                             posting
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             bond
                                                                                                                                             or
                                                                                                                                             similar
                                                                                                                                             instrument.



 


Section 5.4       Assignment;
Binding Effect


 


Except as expressly provided herein,
neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned, in whole or in
part, by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such
prior written consent will be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the
benefit of, and be enforceable by, the Parties and their respective successors and assigns.


 


Section 5.5       Notices


 


All notices, requests and other communications
provided for or permitted to be given under this Agreement must be in writing and shall be given by personal delivery, by certified
or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service
for next day delivery, by facsimile transmission, as follows (or to such other address as any Party may give in a notice given
in accordance with the provisions hereof):


 


	(a)	If
    to the Company to:
	 	 
	 	Corning
    Incorporated
	 	One
    Riverfront Plaza
	 	Corning,
    New York 14831



	 	Attention:	Corporate
    Secretary
	 	Fax:	+1-607-974-6686



	 	 
	 	with
    a copy to (which shall not constitute notice):
	 	 
	 	Wachtell,
    Lipton, Rosen & Katz
	 	51
    West 52nd Street
	 	New
    York, New York 10019-6150
	 	 	 



	 	Attention:	Andrew
    R. Brownstein
	 	 	Ronald
    C. Chen
	 	Fax:	(212)
    403-2000


 

	(b)	If
    to Samsung or the Shareholder to:
	 	 
	 	Samsung
    Electronics Co., Ltd.
	 	38th
    Fl., Samsung Electronics Bldg.
	 	1320-10,
    Seocho 2-Dong, Seocho-Gu
	 	Seoul,
    Korea 137-857



	 	Attention:	International
    Legal Department, Office of the General Counsel
	 	Fax:	+82-2-2255-8380



	 	 
	 	with
    a copy to (which shall not constitute notice):
	 	 
	 	Paul
    Hastings LLP
	 	33/F
    West Tower, Mirae Asset Center1
	 	67,
    Suha-dong, Jung-gu
	 	Seoul,
    100-210, Korea
	 	 	 



	 	Fax:	+82-2-6321-3902
	 	Attention:	Daniel
    Sae-Chin Kim


 


or to such other address or facsimile number
as such Party may hereafter specify by notice to the other Parties hereto. Each such notice, request or other communication shall
be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified above and electronic
confirmation of transmission is received or (ii) if given by any other means, when delivered at the address specified in
this Section 5.5.


 

	CORNING INCORPORATED - 2013 Form 10-K	7



    	 



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Section 5.6       Amendment;
Waiver


 


This Agreement may be amended,
modified, waived or altered only in a writing signed by the Parties hereto. The failure of a Party to insist upon the
performance of any provision hereof shall not constitute a waiver of, or estoppel against, assertion of the right to require
such performance, nor shall a waiver or estoppel in one case or instance imply a waiver or estoppel with respect to any other
case or instance, whether of similar nature or otherwise.


 


Section 5.7       Descriptive
Headings


 


The descriptive headings of this Agreement
are inserted for convenience only and shall not constitute a part of this Agreement.


 


Section 5.8       Expenses


 


Each Party shall bear its own costs and
expenses in connection with the negotiation, execution and performance of this Agreement.


 


Section 5.9       Severability


 


If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of applicable Law or public policy, all other conditions and provisions
of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible.


 


Section 5.10     Further
Assurances


 


The Parties agree to cooperate fully in
the execution, acknowledgment and delivery of all instruments, agreements and other papers and to take such other actions as may
be necessary to further carry out and fully accomplish the intent and purposes of this Agreement.


 


Section 5.11     Entire
Agreement


 


This Agreement, the Shareholder Agreement
and the Framework Agreement (including all the other Transaction Documents (as defined in the Framework Agreement)) constitute
the entire agreement between the Parties respecting the subject matter of this Agreement and supersedes all prior agreements,
negotiations, understandings, representations and statements respecting the subject matter of this Agreement, whether written
or oral.


 


Section 5.12     Governing
Law; Jurisdiction


 


	(a)	This
                                                                                                                                             Agreement
                                                                                                                                             and
                                                                                                                                             the
                                                                                                                                             transactions
                                                                                                                                             contemplated
                                                                                                                                             hereby,
                                                                                                                                             and
                                                                                                                                             all
                                                                                                                                             disputes
                                                                                                                                             between
                                                                                                                                             the
                                                                                                                                             Parties
                                                                                                                                             under
                                                                                                                                             or
                                                                                                                                             related
                                                                                                                                             to
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             or
                                                                                                                                             the
                                                                                                                                             facts
                                                                                                                                             and
                                                                                                                                             circumstances
                                                                                                                                             leading
                                                                                                                                             to
                                                                                                                                             its
                                                                                                                                             execution,
                                                                                                                                             whether
                                                                                                                                             in
                                                                                                                                             contract,
                                                                                                                                             tort
                                                                                                                                             or
                                                                                                                                             otherwise,
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             governed
                                                                                                                                             by
                                                                                                                                             and
                                                                                                                                             construed
                                                                                                                                             in
                                                                                                                                             accordance
                                                                                                                                             with
                                                                                                                                             the
                                                                                                                                             Laws
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             State
                                                                                                                                             of
                                                                                                                                             New
                                                                                                                                             York,
                                                                                                                                             applicable
                                                                                                                                             to
                                                                                                                                             contracts
                                                                                                                                             executed
                                                                                                                                             in
                                                                                                                                             and
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             performed
                                                                                                                                             entirely
                                                                                                                                             within
                                                                                                                                             the
                                                                                                                                             State
                                                                                                                                             of
                                                                                                                                             New
                                                                                                                                             York,
                                                                                                                                             without
                                                                                                                                             regard
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             conflicts
                                                                                                                                             of
                                                                                                                                             Laws
                                                                                                                                             principles
                                                                                                                                             thereof.



 


	(b)	In
                                                                                                                                             the
                                                                                                                                             event
                                                                                                                                             any
                                                                                                                                             Party
                                                                                                                                             to
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             commences
                                                                                                                                             any
                                                                                                                                             litigation,
                                                                                                                                             proceeding
                                                                                                                                             or
                                                                                                                                             other
                                                                                                                                             legal
                                                                                                                                             action
                                                                                                                                             in
                                                                                                                                             connection
                                                                                                                                             with
                                                                                                                                             or
                                                                                                                                             relating
                                                                                                                                             to
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             matters
                                                                                                                                             described
                                                                                                                                             or
                                                                                                                                             contemplated
                                                                                                                                             herein,
                                                                                                                                             the
                                                                                                                                             Parties
                                                                                                                                             to
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             hereby
                                                                                                                                             irrevocably
                                                                                                                                             and
                                                                                                                                             unconditionally
                                                                                                                                             (i) agree
                                                                                                                                             that
                                                                                                                                             any
                                                                                                                                             litigation,
                                                                                                                                             proceeding
                                                                                                                                             or
                                                                                                                                             other
                                                                                                                                             legal
                                                                                                                                             action
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             instituted
                                                                                                                                             exclusively
                                                                                                                                             in
                                                                                                                                             a
                                                                                                                                             court
                                                                                                                                             of
                                                                                                                                             competent
                                                                                                                                             jurisdiction
                                                                                                                                             located
                                                                                                                                             within
                                                                                                                                             the
                                                                                                                                             City
                                                                                                                                             of
                                                                                                                                             New
                                                                                                                                             York,
                                                                                                                                             New
                                                                                                                                             York,
                                                                                                                                             whether
                                                                                                                                             a
                                                                                                                                             state
                                                                                                                                             or
                                                                                                                                             federal
                                                                                                                                             court;
                                                                                                                                             (ii) agree
                                                                                                                                             that
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             event
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             litigation,
                                                                                                                                             proceeding
                                                                                                                                             or
                                                                                                                                             action,
                                                                                                                                             such
                                                                                                                                             Parties
                                                                                                                                             irrevocably
                                                                                                                                             and
                                                                                                                                             unconditionally
                                                                                                                                             consent
                                                                                                                                             and
                                                                                                                                             submit
                                                                                                                                             to
                                                                                                                                             personal
                                                                                                                                             jurisdiction
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             court
                                                                                                                                             described
                                                                                                                                             in
                                                                                                                                             clause
                                                                                                                                             (i) of
                                                                                                                                             this
                                                                                                                                             Section 5.12(b) and
                                                                                                                                             to
                                                                                                                                             service
                                                                                                                                             of
                                                                                                                                             process
                                                                                                                                             upon
                                                                                                                                             them
                                                                                                                                             in
                                                                                                                                             accordance
                                                                                                                                             with
                                                                                                                                             the
                                                                                                                                             rules
                                                                                                                                             and
                                                                                                                                             statutes
                                                                                                                                             governing
                                                                                                                                             service
                                                                                                                                             of
                                                                                                                                             process
                                                                                                                                             (it
                                                                                                                                             being
                                                                                                                                             understood
                                                                                                                                             that
                                                                                                                                             nothing
                                                                                                                                             in
                                                                                                                                             this
                                                                                                                                             Section 5.12(b) shall
                                                                                                                                             be
                                                                                                                                             deemed
                                                                                                                                             to
                                                                                                                                             prevent
                                                                                                                                             any
                                                                                                                                             Party
                                                                                                                                             from
                                                                                                                                             seeking
                                                                                                                                             to
                                                                                                                                             remove
                                                                                                                                             any
                                                                                                                                             action
                                                                                                                                             to
                                                                                                                                             a
                                                                                                                                             federal
                                                                                                                                             court
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             City
                                                                                                                                             of
                                                                                                                                             New
                                                                                                                                             York,
                                                                                                                                             New
                                                                                                                                             York);
                                                                                                                                             (iii) waive
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             full
                                                                                                                                             extent
                                                                                                                                             permitted
                                                                                                                                             by
                                                                                                                                             Law
                                                                                                                                             any
                                                                                                                                             objection
                                                                                                                                             that
                                                                                                                                             they
                                                                                                                                             may
                                                                                                                                             now
                                                                                                                                             or
                                                                                                                                             hereafter
                                                                                                                                             have
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             venue
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             litigation,
                                                                                                                                             proceeding
                                                                                                                                             or
                                                                                                                                             action
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             court
                                                                                                                                             or
                                                                                                                                             that
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             litigation,
                                                                                                                                             proceeding
                                                                                                                                             or
                                                                                                                                             action
                                                                                                                                             was
                                                                                                                                             brought
                                                                                                                                             in
                                                                                                                                             an
                                                                                                                                             inconvenient
                                                                                                                                             forum;
                                                                                                                                             (iv) agree
                                                                                                                                             as
                                                                                                                                             an
                                                                                                                                             alternative
                                                                                                                                             method
                                                                                                                                             of
                                                                                                                                             service
                                                                                                                                             to
                                                                                                                                             service
                                                                                                                                             of
                                                                                                                                             process
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             legal
                                                                                                                                             proceeding
                                                                                                                                             by
                                                                                                                                             mailing
                                                                                                                                             of
                                                                                                                                             copies
                                                                                                                                             thereof
                                                                                                                                             to
                                                                                                                                             such
                                                                                                                                             Party
                                                                                                                                             at
                                                                                                                                             its
                                                                                                                                             address
                                                                                                                                             set
                                                                                                                                             forth
                                                                                                                                             in
                                                                                                                                             Section 5.5 for
                                                                                                                                             communications
                                                                                                                                             to
                                                                                                                                             such
                                                                                                                                             Party;
                                                                                                                                             (v) agree
                                                                                                                                             that
                                                                                                                                             any
                                                                                                                                             service
                                                                                                                                             made
                                                                                                                                             as
                                                                                                                                             provided
                                                                                                                                             herein
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             effective
                                                                                                                                             and
                                                                                                                                             binding
                                                                                                                                             service
                                                                                                                                             in
                                                                                                                                             every
                                                                                                                                             respect;
                                                                                                                                             and
                                                                                                                                             (vi) agree
                                                                                                                                             that
                                                                                                                                             nothing
                                                                                                                                             herein
                                                                                                                                             shall
                                                                                                                                             affect
                                                                                                                                             the
                                                                                                                                             rights
                                                                                                                                             of
                                                                                                                                             any
                                                                                                                                             Party
                                                                                                                                             to
                                                                                                                                             effect
                                                                                                                                             service
                                                                                                                                             of
                                                                                                                                             process
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             manner
                                                                                                                                             permitted
                                                                                                                                             by
                                                                                                                                             Law.
                                                                                                                                             The
                                                                                                                                             Parties
                                                                                                                                             hereto
                                                                                                                                             agree
                                                                                                                                             that
                                                                                                                                             a
                                                                                                                                             final
                                                                                                                                             judgment
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             such
                                                                                                                                             litigation,
                                                                                                                                             proceeding
                                                                                                                                             or
                                                                                                                                             action
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             conclusive
                                                                                                                                             and
                                                                                                                                             may
                                                                                                                                             be
                                                                                                                                             enforced
                                                                                                                                             in
                                                                                                                                             other
                                                                                                                                             jurisdictions
                                                                                                                                             by
                                                                                                                                             suit
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             judgment
                                                                                                                                             or
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             manner
                                                                                                                                             provided
                                                                                                                                             by
                                                                                                                                             Law.



 


	(c)	EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY


 

	CORNING INCORPORATED - 2013 Form 10-K	8



    	 



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	 	RIGHT
                                                                                                                                             SUCH
                                                                                                                                             PARTY
                                                                                                                                             MAY
                                                                                                                                             HAVE
                                                                                                                                             TO
                                                                                                                                             A
                                                                                                                                             TRIAL
                                                                                                                                             BY
                                                                                                                                             JURY
                                                                                                                                             IN
                                                                                                                                             RESPECT
                                                                                                                                             OF
                                                                                                                                             ANY
                                                                                                                                             LITIGATION
                                                                                                                                             DIRECTLY
                                                                                                                                             OR
                                                                                                                                             INDIRECTLY
                                                                                                                                             ARISING
                                                                                                                                             OUT
                                                                                                                                             OF
                                                                                                                                             OR
                                                                                                                                             RELATING
                                                                                                                                             TO
                                                                                                                                             THIS
                                                                                                                                             AGREEMENT
                                                                                                                                             OR
                                                                                                                                             THE
                                                                                                                                             TRANSACTIONS
                                                                                                                                             CONTEMPLATED
                                                                                                                                             BY
                                                                                                                                             THIS
                                                                                                                                             AGREEMENT.
                                                                                                                                             EACH
                                                                                                                                             PARTY
                                                                                                                                             CERTIFIES
                                                                                                                                             AND
                                                                                                                                             ACKNOWLEDGES
                                                                                                                                             THAT
                                                                                                                                             (i) NO
                                                                                                                                             REPRESENTATIVE,
                                                                                                                                             AGENT
                                                                                                                                             OR
                                                                                                                                             ATTORNEY
                                                                                                                                             OF
                                                                                                                                             ANY
                                                                                                                                             OTHER
                                                                                                                                             PARTY
                                                                                                                                             HAS
                                                                                                                                             REPRESENTED,
                                                                                                                                             EXPRESSLY
                                                                                                                                             OR
                                                                                                                                             OTHERWISE,
                                                                                                                                             THAT
                                                                                                                                             SUCH
                                                                                                                                             OTHER
                                                                                                                                             PARTY
                                                                                                                                             WOULD
                                                                                                                                             NOT,
                                                                                                                                             IN
                                                                                                                                             THE
                                                                                                                                             EVENT
                                                                                                                                             OF
                                                                                                                                             LITIGATION,
                                                                                                                                             SEEK
                                                                                                                                             TO
                                                                                                                                             ENFORCE
                                                                                                                                             THE
                                                                                                                                             FOREGOING
                                                                                                                                             WAIVER,
                                                                                                                                             (ii) EACH
                                                                                                                                             PARTY
                                                                                                                                             UNDERSTANDS
                                                                                                                                             AND
                                                                                                                                             HAS
                                                                                                                                             CONSIDERED
                                                                                                                                             THE
                                                                                                                                             IMPLICATIONS
                                                                                                                                             OF
                                                                                                                                             THIS
                                                                                                                                             WAIVER,
                                                                                                                                             (iii) EACH
                                                                                                                                             PARTY
                                                                                                                                             MAKES
                                                                                                                                             THIS
                                                                                                                                             WAIVER
                                                                                                                                             VOLUNTARILY,
                                                                                                                                             AND
                                                                                                                                             (iv) EACH
                                                                                                                                             PARTY
                                                                                                                                             HAS
                                                                                                                                             BEEN
                                                                                                                                             INDUCED
                                                                                                                                             TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.12(c).


 


Section 5.13     Counterparts;
Facsimile


 


This Agreement and any amendments hereto
may be executed in one or more counterparts, each of which shall be deemed an original and all such counterparts shall constitute
one and the same instrument. Any executed counterpart delivered by facsimile or other means of electronic transmission shall be
deemed an original for all purposes.


 


Section 5.14     Obligations


 


All shares of the Company Securities acquired
by any member of the Shareholder Group in breach of this Agreement are referred to as the “Breach Shares.”
The Shareholder agrees that it will, and will cause its Affiliates, Samsung and Samsung’s Affiliates to, comply with Section 2.1
and Section 3.1 of the Shareholder Agreement with respect to the voting of the Breach Shares. For the avoidance of doubt,
the failure to use reasonable best efforts as required by Section 2.1(a) or the failure to sell the Breach Shares
by the end of the Cure Period shall be a breach of this Agreement.


 


[Signature Page Follows]


 

	CORNING INCORPORATED - 2013 Form 10-K	9



    	 



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IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be signed by their respective duly authorized officers as of the date first written above.


 


	SAMSUNG ELECTRONICS CO., LTD.	 
	 	 
	By:	/s/
    Oh-Hyun Kwon	 
	Name:	Oh-Huyn
    Kwon	 
	Title:	Vice
    Chairman & CEO	 
	 	 
	SAMSUNG DISPLAY CO., LTD.	 
	 	 
	By:	/s/
    Baik Kyu Song	 
	Name:	Baik
    Kyu Song	 
	Title:	Executive
    Vice President	 


 


[Signature Page to Standstill Agreement]

 

	CORNING INCORPORATED - 2013 Form 10-K	10



    	 



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IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be signed by their respective duly authorized officers as of the date first written above.


 


	CORNING
    INCORPORATED	 
	 	 
	By:	/s/
    Lawrence D. McRae	 
	Name:	Lawrence
    D. McRae	 
	Title:	Executive
    Vice President	 


 


[Signature Page to Standstill Agreement]

 

	CORNING INCORPORATED - 2013 Form 10-K	11