EXHIBIT 10.65



Exhibit
10.65


 


FRAMEWORK AGREEMENT


 


by and among


 


SAMSUNG DISPLAY CO., LTD.,


 


CORNING INCORPORATED,


 


(solely for purposes of Section
1.5, Section 6.1 and Section 11)


 


CORNING HUNGARY DATA SERVICES
LIMITED LIABILITY COMPANY,


 


CORNING HOLDING JAPAN G.K.


 


and


 


CORNING LUXEMBOURG S.ÀR.L.


 


Dated as of October 22, 2013


 


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	Table of contents	 
	 	 
	 	Page
	 	 
	Section 1  Pre-Closing Transactions	5
	 	 
	1.1	Repurchase Agreement	5
	1.2	Purchase and Subscription Agreement	5
	1.3	Subscription by Corning Buyer for New Common Shares of SCP	5
	1.4	2013 Dividend	6
	1.5	Issuance of CPS	6
	1.6	Transfers of Non-operating Assets	6
	 	 	 
	Section 2  Closing Transactions	6
	 	 
	2.1	Closing	6
	2.2	Timing of the Closing	6
	2.3	Services	7
	 	 	 
	Section 3  Post Closing Transactions	7
	 	 
	3.1	2014 Dividend	7
	 	 	 
	Section 4  Working Capital Adjustment	7
	 	 
	4.1	Working Capital Adjustment	7
	 	 	 
	Section 5  Other Transactions and Certain Covenants	8
	 	 
	5.1	PV Business	8
	5.2	Employee Matters	9
	5.3	New Corsam	9
	5.4	No Dealing in SCP Shares	9
	5.5	Conduct of SCP Prior to Closing	9
	5.6	Efforts; Governmental Approvals	10
	5.7	Management Access; Access to Information; Books and Records; Certain Notifications	10
	5.8	Intercompany Arrangements	11
	5.9	Non-Competition; Non-Solicitation	11
	5.10	Use of Name	12
	5.11	SCP Lending Transaction	12
	5.12	Indebtedness of SCP	12
	5.13	Confidentiality Agreement	12
	5.14	Joinder Agreements	12
	5.15	2013 Balance Sheet	12
	5.16	Splits, Subdivisions, etc.	12


 


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	Section 6  Representations and Warranties	12
	 	 
	6.1	Representations and Warranties of Corning Parties	12
	6.2	Representations and Warranties of SDC	13
	6.3	Representations and Warranties of SCP	14
	6.4	Representations and Warranties of SCG	15
	 	 	 
	Section 7  Conditions	15
	 	 
	7.1	Conditions to Each Party’s Obligation to Effect the Closing	15
	7.2	Additional Conditions to Obligations of the Corning Parties	15
	7.3	Additional Conditions to Obligations of SDC	16
	7.4	Frustration of the Closing Conditions	16
	 	 	 
	Section 8  Termination	16
	 	 
	8.1	Termination Events	16
	8.2	Effect of Termination	17
	 	 	 
	Section 9  Survival; Indemnification	17
	 	 
	9.1	Survival	17
	9.2	Indemnification	17
	9.3	Procedure for Claims between Parties	17
	9.4	Defense of Third Party Claims	17
	9.5	Limitations on Indemnity	18
	9.6	Payment of Indemnified Losses	18
	9.7	Tax Matters	19
	 	 	 
	Section 10  Commercial Projection Indemnities	19
	 	 
	10.1	Indemnfication for Breach of SDC Commercial Projection Representation	19
	10.2	Indemnification for Breach of Corning Commercial Projection Representation	19
	10.3	Volume Price Indemnity	20
	10.4	Survival of Commercial Projection Representation	20
	10.5	Annual Projection Adjustment Statements	20
	10.6	Final Commercial Adjustment Statements	20
	10.7	Commercial Adjustment Disagreements	20
	10.8	Expert Dispute Resolution	20
	10.9	Finalization of Final Commercial Adjustment Statement	20
	10.10	Books and Records	20
	10.11	Payment of the Commercial Indemnities	21
	10.12	De-minimis Threshold	21
	10.13	Commercial Projection Indemnities Cap	21
	10.14	Volume Price Indemnity Cap	21
	10.15	Incremental Sales Volume	21


 


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	Section 11  Miscellaneous Provisions	21
	 	 
	11.1	Enforcement of Agreement	21
	11.2	Further Assurances	21
	11.3	Fees and Expenses	21
	11.4	Waiver; Amendment	22
	11.5	Entire Agreement	22
	11.6	Executive of Agreement; Counterparts; Electronic Signatures	22
	11.7	Confidentiality	22
	11.8	Public Announcement	22
	11.9	Governing Law	22
	11.10	Arbitration	22
	11.11	Assignment and Successors	23
	11.12	Parties in Interest	23
	11.13	Notices	23
	11.14	Construction; Usage	23
	11.15	Severability	24
	11.16	Schedules and Annexes	24
	11.17	Guarantee of Performance	24
	11.18	Bank of Korea Filing	24



 


	List of Schedules and Exhibits	 
	 	 
	Annex 1:	Certain Definitions	
	Annex 2:	Form of Repurchase Agreement	
	Annex 3:	Form of Purchase and Subscription Agreement	
	Annex 4:	Form of Corning Certificate of Amendment	
	Annex 4-A:	List of Specific COA (Chart of Account) of SCP	
	Annex 4-B:	Net Working Capital Methodology	
	Annex 5-A:	Projection Adjustment Model	
	Annex 5-B:	Illustrative Calculation of the Total and Annual Projection Adjustment Amount	
	Annex 5-C:	Projection Adjustment Input Items / Volume Price Adjustment Amount	
	Annex 6:	Form of SCG Joinder Agreement	
	Annex 7:	Form of SCP Joinder Agreement	
	Schedule 1:	Common Shareholders	
	Schedule 2:	Transfers of Non-operating Assets	
	Schedule 3:	Ownership of Stock	
	Schedule 5.2:	Employee Matters	
	Schedule 5.9:	Non-Solicitation	


 


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Framework Agreement


 


THIS FRAMEWORK AGREEMENT
(this “Agreement”), dated as of October 22, 2013, New York time (the “Agreement Date”),
is entered into by and among Samsung Display Co., Ltd., a company organized under the Laws of the Republic of Korea (“SDC”);
Corning Incorporated, a company incorporated under the Laws of the State of New York, the United States, solely for purposes of
Section 1.5, Section 6.1 and Section 11 (“Corning”); Corning Hungary Data Services Limited
Liability Company, a limited liability company organized under the Laws of the Republic of Hungary and a wholly owned subsidiary
of Corning (“Corning Hungary”); Corning Holding Japan G.K., a company organized and existing under the Laws
of Japan and a wholly owned subsidiary of Corning (“Corning Japan”); and Corning Luxembourg S.àr.l.,
a limited liability company organized under the Laws of Luxembourg and a wholly owned subsidiary of Corning (“Corning
Buyer”, and together with Corning (solely for purposes of Section 1.5, Section 6.1 and Section 11),
Corning Hungary and Corning Japan, the “Corning Parties” and together with SDC, Corning, Corning Hungary, Corning
Japan and Corning Buyer, the “Parties,” and each a “Party”). Certain capitalized terms used
herein are defined in Annex 1. For the avoidance of doubt, Samsung Corning Precision Materials Co., Ltd., a company organized
under the Laws of the Republic of Korea (“SCP”); and Samsung Corning Advanced Glass LLC, a limited liability
company organized under the Laws of the Republic of Korea (“SCG”) shall be parties to this Agreement upon the
execution by SCP and SCG of the SCP Joinder Agreement and the SCG Joinder Agreement, respectively.


 


Recitals


 


WHEREAS, as of the Agreement
Date, SDC, Corning Hungary, and all of the other holders of the common shares, par value 10,000 Korean Won of SCP (the “SCP
Shares”) listed in Schedule 1 attached hereto (such other holders of SCP Shares, collectively, the “Minority
Shareholders”), collectively own all of the SCP Shares and the Minority Shareholders own the number of SCP Shares set
forth next to their names in Schedule 1;


 


WHEREAS, SDC and the Corning
Parties desire that the Minority Shareholders sell all of the SCP Shares owned by them to Corning Buyer or its designee (collectively,
the “Minority Shares”, and the purchase of no less than 99.8% of the Minority Shares as contemplated herein,
the “Minority Purchase”);


 


WHEREAS, SDC desires to
sell the Subject SCP Shares, SCP desires to acquire the Subject SCP Shares and Corning Buyer desires to acquire all current interests
in SCP not held by Corning Hungary;


 


WHEREAS, subject to the
terms and conditions of this Agreement, after the Minority Purchase and no later than the Closing, SCP and SDC shall enter into
a share repurchase agreement (the “Repurchase Agreement”) in the form of the “Repurchase Agreement”
attached hereto as Annex 2, pursuant to which SCP shall repurchase 7,512,165 SCP Shares from SDC at the Closing representing
all of the SCP Shares owned by SDC (the “Subject SCP Shares”) for an aggregate price equal to the Repurchase
Price;


 


WHEREAS, subject to the
terms and conditions of this Agreement, after the Minority Purchase and no later than the Closing, Corning Buyer and Corning shall
enter into a subscription agreement, pursuant to which Corning shall issue to Corning Buyer the Subject CPS Shares, at an issue
price of US$1,000,000 per one share of CPS;


 


WHEREAS, SDC desires to
acquire the Subject CPS Shares and Corning Buyer desires to sell the Subject CPS Shares;


 


WHEREAS, subject to
the terms and conditions of this Agreement, including the acceptance of a report with respect to such transaction by the Bank
of Korea and the consummation of the Minority Purchase, SDC, Corning and Corning Buyer shall enter into a purchase and
subscription agreement (the “Purchase and Subscription Agreement”) in the form of the “Purchase and
Subscription Agreement” attached hereto as Annex 3, pursuant to which SDC shall at the Closing: (i) purchase
from Corning Buyer the Subject CPS Shares, at a purchase price of US$1,000,000 per one share of CPS; and (ii) in addition to
the Subject CPS Shares, subscribe from Corning for the Additional CPS, at a subscription price of US$1,000,000 per one share
of CPS;


 


WHEREAS, as of the Agreement
Date, SDC and Corning have entered into a shareholder agreement setting forth certain rights of and restrictions on SDC as a shareholder
of Corning (the “Shareholder Agreement”) and SDC, Samsung Electronics Co., Ltd. (“SEC”)
and Corning have entered into a standstill agreement setting forth certain rights of and restrictions on SDC as a shareholder
of Corning and SEC as an affiliate of SDC  (the “Standstill Agreement”); and


 


WHEREAS, in connection with
the repurchase of the Subject SCP Shares, the Parties desire to implement transactions and arrangements further set forth in this
Agreement including: (i) the transfers of certain non-operating assets of SCP to SCG or third parties, with 42.54% of the net
proceeds therefrom to be distributed to SDC via dividends or otherwise; (ii) the distribution of all Cash and Semi-cash Items
of SCP as of December 31, 2013, in the form of dividends to its shareholders; (iii) the adoption of certain employment matters
relating to SCP employees pursuant to the Employee Matters Agreement to be entered into prior to the Closing; (iv) setting out
a general structure under which certain technologies, if and when agreed by the Parties, would be acquired, funded, developed,
owned and licensed by Corsam Technology LLC (“Corsam”) and/or by a new entity pursuant to the Corsam Framework
Agreement; and (v) entering into certain other agreements in connection with the transactions and arrangements contemplated by
this Agreement.


 


NOW, THEREFORE, in consideration
of the respective covenants, agreements and representations and warranties set forth herein, the Parties, intending to be legally
bound, agree as follows:


 


	Section 1     	Pre-Closing Transactions




 


Prior to the Closing, the following
transactions shall be effected:


 


	1.1	Repurchase
                                                             Agreement. After the completion of the Minority Purchase
                                                             and at or prior to the Closing, SCP and SDC shall enter into the
                                                             Repurchase Agreement.



 


	1.2	Purchase
                                                             and Subscription Agreement. After the completion of the Minority
                                                             Purchase and at or prior to the Closing, SDC, Corning and Corning
                                                             Buyer shall enter into the Purchase and Subscription Agreement.



 


	1.3	Subscription
by Corning Buyer for New Common Shares of SCP. Upon the terms and subject to the conditions set forth in this Agreement,
after the completion of the Minority Purchase, no later than immediately prior to the Closing, Corning Buyer or its designee shall
subscribe to, and SCP shall issue to Corning Buyer or its designee, new SCP Shares (“New SCP Subscription Shares”)
in exchange for an amount (“New Subscription Amount”) equal to the Repurchase Price (however, the portion of
the Repurchase Price payable for the New SCP Subscription Shares shall be reduced by
	


 


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	 	 the
                                                             anticipated amount of the SCP Loan and the number of New SCP Subscription
                                                             Shares shall be reduced proportionately) (such subscription transaction,
                                                             the “New SCP Subscription Transaction”).



 


	1.4	2013 Dividend.



 


		(a)	SCP shall,
                                                                and SDC, Corning Hungary and, to the extent the Minority Purchase
                                                                or the New SCP Subscription Transaction has occurred, Corning
                                                                Buyer shall cause SCP to, distribute no later than December 20,
                                                                2013 (the “2013 Dividend Distribution Date”)
                                                                to the shareholders of SCP of record as of December 19, 2013 (or
                                                                such earlier date as is agreed between SDC and the Corning Parties)
                                                                as dividends (the “2013 Dividend”) an amount
                                                                in cash (in Korean Won) equal to the 2013 Dividend Base and, if
                                                                the New SCP Subscription Transaction has occurred prior to such
                                                                record date, multiplied by the Dividend Adjustment Ratio, as declared
                                                                by the board of directors of SCP.



 


		(b)	Prior
                                                                                                                               to
                                                                                                                               the
                                                                                                                               2013
                                                                                                                               Dividend
                                                                                                                               Distribution
                                                                                                                               Date
                                                                                                                               and
                                                                                                                               as
                                                                                                                               may
                                                                                                                               be
                                                                                                                               reasonably
                                                                                                                               necessary
                                                                                                                               thereafter,
                                                                                                                               SCP
                                                                                                                               shall,
                                                                                                                               and
                                                                                                                               SDC,
                                                                                                                               Corning
                                                                                                                               Hungary
                                                                                                                               and,
                                                                                                                               to
                                                                                                                               the
                                                                                                                               extent
                                                                                                                               the
                                                                                                                               Minority
                                                                                                                               Purchase
                                                                                                                               or
                                                                                                                               the
                                                                                                                               New
                                                                                                                               SCP
                                                                                                                               Subscription
                                                                                                                               Transaction
                                                                                                                               has
                                                                                                                               occurred,
                                                                                                                               Corning
                                                                                                                               Buyer
                                                                                                                               shall
                                                                                                                               cause
                                                                                                                               SCP
                                                                                                                               to
                                                                                                                               (in
                                                                                                                               the
                                                                                                                               case
                                                                                                                               of
                                                                                                                               SDC,
                                                                                                                               only
                                                                                                                               until
                                                                                                                               the
                                                                                                                               Closing),
                                                                                                                               convert
                                                                                                                                Semi-cash
                                                                                                                               Items
                                                                                                                               into
                                                                                                                               Cash,
                                                                                                                               so
                                                                                                                               as
                                                                                                                               to
                                                                                                                               accommodate
                                                                                                                               the
                                                                                                                               2013
                                                                                                                               Dividend
                                                                                                                               and
                                                                                                                               the
                                                                                                                               2014
                                                                                                                               Dividend
                                                                                                                               payments
                                                                                                                               as
                                                                                                                               contemplated
                                                                                                                               herein.



 


	1.5	Issuance
                                                             of CPS. Upon the terms and subject to the conditions set
                                                             forth in this Agreement, no later than immediately prior to the Closing,
                                                             but in any event after the satisfaction or waiver (to the extent
                                                             permitted by applicable Law) by the Party or Parties entitled to
                                                             the benefits thereof of the conditions set forth in SECTION 7,
                                                             Corning shall issue to Corning Buyer shares of Fixed Rate Cumulative
                                                             Convertible Preferred Stock, Series A, of Corning (“CPS”),
                                                             terms and conditions of which are set forth in the “Certificate
                                                             of Amendment” attached hereto as Annex 4 (the “Corning
                                                             Certificate of Amendment”), in an aggregate amount equal
                                                             to US$1,900,000,000 (the “Subject CPS Shares”).



 


	1.6	Transfers
                                                             of Non-operating Assets.



 


		(a)	SCP shall,
                                                                and SDC, Corning Hungary and, to the extent the Minority Purchase
                                                                or the New SCP Subscription Transaction has occurred, Corning
                                                                Buyer shall cause SCP to, transfer and sell all of the assets
                                                                of SCP described in Schedule 2 (“NOA Assets”)
                                                                to other entities at prices determined in accordance with Schedule
                                                                2 (the “NOA Transfers”), prior to December
                                                                31, 2013, or as soon as possible thereafter (and the Parties agree
                                                                that all the NOA Transfers will be conducted in accordance with
                                                                applicable Law). SDC and Corning Japan shall use reasonable best
                                                                efforts to cause SCG to, and SCG shall, purchase such assets of
                                                                SCP indicated in Schedule 2 to be transferred to SCG and
                                                                take all necessary and desirable actions to consummate such NOA
                                                                Transfers.



 


		(b)	SCP shall,
                                                                and SDC, Corning Hungary and, to the extent the Minority Purchase
                                                                or the New SCP Subscription Transaction has occurred, Corning
                                                                Buyer shall cause SCP to (in the case of SDC, only until the Closing),
                                                                receive the cash proceeds (less any applicable NOA Tax Amount,
                                                                NOA Indebtedness and actual out-of-pocket costs, fees and other
                                                                expenses) (the “Net NOA Proceeds”) and maintain
                                                                such Net NOA Proceeds in the form of cash until distributed pursuant
                                                                to the provisions below.



 


		(c)	SCP shall,
                                                                and SDC, Corning Hungary and, to the extent the Minority Purchase
                                                                or the New SCP Subscription Transaction has occurred, Corning
                                                                Buyer shall cause SCP to (in the case of SDC, only in relation
                                                                to the 2013 Dividend), add the Net NOA Proceeds received for the
                                                                NOA Transfers on or prior to December 31, 2013 in the 2013 Dividend
                                                                Base or the 2014 Dividend Base.



 


		(d)	SCP shall,
                                                                and SDC, Corning Hungary and, to the extent the Minority Purchase
                                                                or the New SCP Subscription Transaction has occurred, Corning
                                                                Buyer shall cause SCP to (in the case of SDC, only prior to the
                                                                Closing), add to the 2014 Dividend Base as part thereof, the Net
                                                                NOA Proceeds received for the NOA Transfers after December 31,
                                                                2013 but prior to the 2014 Dividend Cut-off Date (the “2014
                                                                Dividend Base NOA Adjustment”).



 


		(e)	Corning Buyer
                                                                shall wire a cash payment equal to 42.54% of the Net NOA Proceeds
                                                                received by it or by SCP for the NOA Transfers after the 2014
                                                                Dividend Cut-off Date, as soon as practicable but in any event
                                                                no later than forty-five (45) days after receipt thereof, to SDC
                                                                or its designated Affiliate in immediately available funds (the
                                                                “NOA Payment”). The Parties hereby agree and
                                                                acknowledge that any NOA Payment shall be deemed an adjustment
                                                                to the applicable purchase price.



 


		(f)	To the extent
                                                                the NOA Transfers are not completed by the six (6) month anniversary
                                                                after the Closing Date, Corning Buyer and SDC agree to work in
                                                                good faith to determine a method by which they will share the
                                                                benefits and costs of the NOA Assets that have not been transferred,
                                                                based on SDC’s pro rata ownership in SCP as of the Agreement
                                                                Date.



 


	Section 2     	Closing Transactions




 


	2.1	Closing.



 


		(a)	At the Closing,
                                                                pursuant to the Repurchase Agreement, SCP shall repurchase from
                                                                SDC, and SDC shall sell to SCP, the Subject SCP Shares, for an
                                                                aggregate price equal to the Repurchase Price.



 


		(b)	At the Closing,
                                                                pursuant to the Purchase and Subscription Agreement, (i) SDC shall
                                                                purchase from Corning Buyer, and Corning Buyer shall sell to SDC,
                                                                the Subject CPS Shares, at a purchase price of US$1,000,000 per
                                                                one share of CPS; and (ii) in addition to the Subject CPS Shares,
                                                                SDC shall subscribe from Corning for, and Corning shall issue
                                                                to SDC, the Additional CPS, at a subscription price of US$1,000,000
                                                                per one share of CPS.



 


		(c)	At or prior
                                                                to the Closing, the Parties shall exchange executed counterparts
                                                                of each of the Ancillary Agreements, certificates required to
                                                                be delivered pursuant to this Agreement, the Repurchase Agreement,
                                                                the Purchase and Subscription Agreement or any other Ancillary
                                                                Agreement and any other documents, instruments or agreements that
                                                                are reasonably requested by any of the Parties in connection with
                                                                the consummation of the transactions contemplated hereby or by
                                                                the Repurchase Agreement, the Purchase and Subscription Agreement
                                                                or any other Ancillary Agreement.



 


	2.2	Timing of
                                                          the Closing. The Closing will take place on (a) the fifth (5th)
                                                          Business Day after the satisfaction or waiver (to the extent permitted
                                                          by applicable Law) of the conditions set forth in SECTION 7 (other than those conditions that by their terms are to be satisfied
                                                          at the Closing, but subject to the satisfaction or waiver (to the extent
                                                          permitted by applicable Law) by the Party or Parties entitled to the
                                                          benefits thereof of such conditions at such time), at the offices of
                                                          Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street,
                                                          New York, New York 10019 or (b) such other date, and/or place as agreed
                                                          to in writing by the Parties; provided, however, that
                                                          notwithstanding the foregoing, in no event shall the Closing occur prior
                                                          to January 1, 2014 and the Parties shall use their reasonable best efforts
                                                          to effect the Closing on or about January 15, 2014. The date on which
                                                          the Closing actually occurs is referred to herein as the “Closing
                                                          Date.”



 


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	2.3	Services.
                                                             On or prior to the Closing Date, SDC and SCP will enter into
                                                             the Services Agreement (the “Services Agreement”)
                                                             pursuant to which SDC and its Affiliates will, after the Closing,
                                                             provide to SCP such infrastructure (such as housing, cafeteria, utilities,
                                                             payroll and similar services), management services and related services
                                                             that SCP may request from SDC and its Affiliates, for a reasonable
                                                             period after the Closing (which period, the Parties agree, may be
                                                             of long-term duration in the case of some services (such as housing
                                                             and utilities)) and, to the extent same or similar services are currently
                                                             being provided, at the same level of service fees as currently in
                                                             effect. The Parties agree that services currently being provided
                                                             by SDC and its Affiliates to SCP shall be deemed reasonable services
                                                             that SCP may request to be provided after the Closing to the extent
                                                             permitted by applicable policies of SDC or its Affiliates in effect
                                                             as of the Agreement Date and generally applicable to third parties.
                                                             As soon as practicable after the Agreement Date, SDC shall use reasonable
                                                             best efforts to identify any services currently being provided by
                                                             SDC or its Affiliates which would not be permitted to be provided
                                                             to SCP after the Closing.



 


	Section 3     	Post-Closing Transactions




 


	3.1	2014 Dividend.



 


		(a)	SCP shall,
                                                                and SDC, Corning Hungary and, to the extent the Minority Purchase
                                                                or the New SCP Subscription Transaction has occurred, Corning
                                                                Buyer shall (in the case of SDC, only prior to the Closing) cause
                                                                SCP to, distribute to the shareholders of SCP on record as of
                                                                December 31, 2013 (i.e., in case of common shares, to SDC, Corning
                                                                Hungary and, to the extent the Minority Purchase or the New SCP
                                                                Subscription Transaction has occurred prior to December 31, 2013,
                                                                Corning Buyer) as dividends (the “2014 Dividend”),
                                                                an amount in cash (in Korean Won) equal to the 2014 Dividend Base
                                                                (for the avoidance of doubt, as adjusted by the 2014 Dividend
                                                                Base Adjustment, if any) and, if the New SCP Subscription Transaction
                                                                has occurred prior to such record date, multiplied by the Dividend
                                                                Adjustment Ratio, as declared by the board of directors of SCP
                                                                and distributed no later than February 26, 2014.



 


		(b)	In case not
                                                                all of the proceeds from the NOA Transfers are received by SCP
                                                                prior to December 31, 2013, SCP shall, and SDC, Corning Hungary
                                                                and, to the extent the Minority Purchase or the New SCP Subscription
                                                                Transaction has occurred, Corning Buyer shall cause (in the case
                                                                of SDC, only prior to the Closing) SCP to, delay the date of declaration
                                                                of the 2014 Dividend by the board of directors of SCP (the “2014
                                                                Dividend Cut-off Date”), to no later than February 25,
                                                                2014, so that the NOA Payment is reasonably minimized and the
                                                                2014 Dividend Base NOA Adjustment is reasonably maximized.



 


	Section 4     	Working Capital Adjustment




 


	4.1	Working
                                                             Capital Adjustment.



 


		(a)	Year-End
                                                                Working Capital Statement. Within thirty (30) days after December
                                                                31, 2013, to the extent possible, Corning Hungary and Corning
                                                                Buyer shall cause SCP to have the Accounting Firm deliver to SDC
                                                                and Corning Buyer a statement (the “Year-End Working
                                                                Capital Statement”) setting forth its calculation of
                                                                the Year-End Net Working Capital. If SDC or Corning Buyer objects
                                                                to the Year-End Working Capital Statement, then it shall provide
                                                                Corning Buyer or SDC (as the case may be) with written notice
                                                                thereof (a “Notice of Working Capital Disagreement”)
                                                                setting forth its objections to particular items employed in the
                                                                calculation of the Year-End Net Working Capital in reasonable
                                                                detail (each, a “Disputed Working Capital Item”)
                                                                within thirty (30) days after receiving the Year-End Working Capital
                                                                Statement.



 


		(b)	Expert
                                                                Dispute Resolution. If SDC and Corning Buyer working together
                                                                in good faith are unable to agree on such Disputed Working Capital
                                                                Items contained in the Notice of Working Capital Disagreement
                                                                within fifteen (15) days after Corning Buyer or SDC (as the case
                                                                may be) receives the Notice of Working Capital Disagreement, then
                                                                either SDC or Corning Buyer may refer such dispute to the Accounting
                                                                Firm, which shall make a final and binding determination as to
                                                                all Disputed Working Capital Items, and only as to such Disputed
                                                                Working Capital Items, within thirty (30) days of such referral
                                                                and shall promptly notify SDC and Corning Buyer in writing of
                                                                its resolution. The Accounting Firm shall not have the power to
                                                                modify or amend any term or provision of this Agreement. In resolving
                                                                the Disputed Working Capital Items, the Accounting Firm shall
                                                                only assign a value to any Disputed Working Capital Item that
                                                                is at or between SDC’s valuation of such Disputed Working
                                                                Capital Item and Corning Buyer’s valuation of such Disputed
                                                                Working Capital Item. Each of SDC and Corning Buyer shall bear
                                                                and pay one-half of the fees and other costs charged by such Accounting
                                                                Firm and shall use commercially reasonable efforts to cooperate
                                                                with the Accounting Firm and ensure that the Accounting Firm is
                                                                able to resolve the Disputed Working Capital Items within thirty
                                                                (30) days.



 


		(c)	Finalization
                                                                                       of Year-End Net Working Capital. If
                                                                                       neither SDC nor Corning Buyer objects to
                                                                                       the Year-End Working Capital Statement
                                                                                       within the time period and in the manner
                                                                                       set forth in the second sentence of Section
                                                                                       4.1(a) or if SDC and Corning Buyer
                                                                                       accept the Year-End Working Capital Statement
                                                                                       within such time period, then the Year-End
                                                                                       Net Working Capital in the Year-End Working
                                                                                       Capital Statement shall become final and
                                                                                       binding upon the Parties for all purposes
                                                                                       hereunder on the thirtieth (30th)
                                                                                       day after SDC and Corning Buyer receive
                                                                                       the Year-End Working Capital Statement.
                                                                                       If SDC or Corning Buyer does object to
                                                                                       the Year-End Working Capital Statement
                                                                                       within the time period and in the manner
                                                                                       set forth in the second sentence of Section
                                                                                       4.1(a), then the Year-End Working Capital
                                                                                       Statement shall become final and binding
                                                                                       for all purposes hereunder on the date
                                                                                       that Corning Buyer or SDC (as the case
                                                                                       may be) receives the Notice of Working
                                                                                       Capital Disagreement except with respect
                                                                                       to, and only to the extent of, the Disputed
                                                                                       Working Capital Items in the Notice of
                                                                                       Working Capital Disagreement. Each Disputed
                                                                                       Working Capital Item shall become final
                                                                                       and binding for all purposes hereunder
                                                                                       on the earliest of (x) the date on which
                                                                                       Corning Buyer and SDC resolve in a writing
                                                                                       signed by both Corning Buyer and SDC such
                                                                                       Disputed Working Capital Item or (y) the
                                                                                       date on which the Accounting Firm notifies
                                                                                       Corning Buyer and SDC in writing of its
                                                                                       resolution of such Disputed Working Capital
                                                                                       Item. Corning Buyer and SDC agree that
                                                                                       the procedures set forth in Sections
                                                                                       4.1(a), (b) and (c) for
                                                                                       resolving disputes regarding the Disputed
                                                                                       Working Capital Items shall be the sole
                                                                                       method for resolving such disputes.



 


		(d)	Books
                                                                and Records. Corning Buyer and SDC shall cooperate with the
                                                                Accounting Firm and provide it with reasonable access to the books
                                                                and records and certain employees of SCP, relevant to the calculation,
                                                                review and finalization of the Year-End
	


 


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	 	 	 Working Capital Statement,
                                                                and SCP shall use its commercially reasonable efforts to provide
                                                                reasonable access to its working papers prepared in connection
                                                                with the calculation, review and finalization of the Year-End
                                                                Working Capital Statement.



 


		(e)	Working
                                                                Capital Surplus. Subject to Section 4.1(g), to the
                                                                extent all Disputed Working Capital Items have been resolved by
                                                                the 2014 Dividend Cut-off Date, if the Year-End Net Working Capital
                                                                as finally determined pursuant to Section 4.1(c) is greater
                                                                than the Estimated Year-End Net Working Capital, then, the 2014
                                                                Dividend Base shall automatically be adjusted by adding such difference
                                                                to the 2014 Dividend Base. To the extent all Disputed Working
                                                                Capital Items are not resolved by the 2014 Dividend Cut-off Date,
                                                                then 42.54% of such difference shall be paid by SCP to SDC in
                                                                cash (in Korean Won) within thirty (30) days after all Disputed
                                                                Working Capital Items have been resolved pursuant to Section
                                                                4.1(c), as an adjustment to the applicable purchase price.



 


		(f)	Working
                                                                Capital Deficiency. Subject to Section 4.1(g), to the
                                                                extent all Disputed Working Capital Items have been resolved by
                                                                the 2014 Dividend Cut-off Date, if the Year-End Net Working Capital
                                                                as finally determined pursuant to Section 4.1(c) is less than
                                                                the Estimated Year-End Net Working Capital, then, the 2014 Dividend
                                                                Base shall automatically be adjusted by subtracting such difference
                                                                from the 2014 Dividend Base (together with the adjustment to the
                                                                2014 Dividend Base provided for in the first sentence of Section
                                                                4.1(e) above, the “2014 Dividend Base Working Capital
                                                                Adjustment”). To the extent all Disputed Working Capital
                                                                Items are not resolved by the 2014 Dividend Cut-off Date, then
                                                                42.54% of such difference shall be paid by SDC to SCP in cash
                                                                (in Korean Won) within thirty (30) days after all Disputed Working
                                                                Capital Items have been resolved pursuant to Section 4.1(c),
                                                                as an adjustment to the applicable purchase price.



 


		(g)	De-minimis
                                                                Threshold. Notwithstanding anything to the contrary herein,
                                                                if the difference between the Year-End Net Working Capital (as
                                                                finally determined in accordance with Section 4.1(c)) and
                                                                the Estimated Year-End Net Working Capital is equal to or less
                                                                than five percent (5)% of the Estimated Year-End Net Working Capital,
                                                                there shall be no adjustments to the 2014 Dividend Base or any
                                                                other payments under Sections 4.1(e) or (f) above.



 


	Section 5     	Other Transactions and Certain Covenants




 


	5.1	PV Business.



 


		(a)	PV Business
                                                                Shut-Down. Corning Hungary, Corning Buyer (to the extent and
                                                                after the Minority Purchase or the New SCP Subscription Transaction
                                                                has occurred) and SDC (only up to the Closing) shall cause SCP
                                                                to, and SCP shall, use reasonable best efforts to shut down its
                                                                existing photovoltaic glass business (the “PV Business”)
                                                                within one (1) year following the Agreement Date and, no later
                                                                than one (1) year after the general completion of such shut-down
                                                                of the PV Business, use reasonable best efforts to dissolve the
                                                                PV Entity as soon as practicable (unless SDC consents to doing
                                                                otherwise, as further described herein); provided that
                                                                the Parties will seek to implement such shutdown and dissolution
                                                                in good faith in a cost efficient manner, including with respect
                                                                to Taxes which may be imposed with respect to or as a result of
                                                                such shutdown and/or dissolution. After the Closing, Corning Hungary
                                                                and Corning Buyer shall cause SCP to, and SCP shall continue to
                                                                use reasonable best efforts to shut down the PV Business. At any
                                                                time after the Closing Date until the completion of the dissolution
                                                                of the PV Entity, Corning Parties shall, and shall cause the PV
                                                                Entity to, use reasonable best efforts to consult with and to
                                                                keep SDC reasonably informed, on a monthly basis, of the progress
                                                                and actions taken and planned to be taken in respect to the shutdown
                                                                of the PV Business (and the related production and sales operations)
                                                                and the dissolution of the PV Entity and matters related thereto
                                                                (including any governmental, legal, tax, contractual, employee
                                                                and other issues) and use reasonable best efforts to provide SDC
                                                                and its Representatives with reasonable access to the books and
                                                                records, facilities and employees of SCP and the PV Entity in
                                                                order to facilitate the foregoing.



 


		(b)	Actual
                                                                Shut Down Cost Statement. Within seventy (70) days after the
                                                                earlier of (i) the completion of the dissolution of the PV Entity
                                                                or (ii) a decision by Corning Buyer to delay such dissolution
                                                                after SDC has denied its consent to such delay (as further described
                                                                herein), SCP shall deliver to SDC a statement (the “Actual
                                                                Shut Down Cost Statement”) setting forth the Actual
                                                                Shut Down Cost, along with supporting documentation and information
                                                                detailing the components of the Actual Shut Down Cost minus any
                                                                Interim Shut Down Costs already paid. If SDC objects to the Actual
                                                                Shut Down Cost Statement, then it shall provide SCP with written
                                                                notice thereof (a “Notice of Cost Disagreement”)
                                                                setting forth SDC’s objections to particular items or the
                                                                calculation thereof employed in the calculation of the Actual
                                                                Shut Down Cost in reasonable detail (each, a “Disputed
                                                                Cost Item”) together with supporting documentation within
                                                                forty-five (45) days after receiving the Actual Shut Down Cost
                                                                Statement.



 


		(c)	Expert
                                                                Dispute Resolution. If SCP and SDC are unable to agree
                                                                on the resolution to such Disputed Cost Items contained in the
                                                                Notice of Cost Disagreement within forty-five (45) days after
                                                                SCP receives the Notice of Cost Disagreement, then either SDC
                                                                or SCP may refer such dispute to the Accounting Firm, which shall
                                                                make a final and binding determination as to all Disputed Cost
                                                                Items, and only as to such Disputed Cost Items, within seventy
                                                                (70) days and shall promptly notify SDC and SCP in writing of
                                                                its resolution. The Accounting Firm handling the dispute resolution
                                                                shall not have the power to modify or amend any term or provision
                                                                of this Agreement. In resolving the Disputed Cost Items, the Accounting
                                                                Firm shall only assign a value to any Disputed Cost Item that
                                                                is at or between SDC’s valuation of such Disputed Cost Item
                                                                and SCP’s valuation of such Disputed Cost Item. Each of
                                                                SDC and SCP shall bear and pay one-half of the fees and other
                                                                costs charged by such Accounting Firm and shall use commercially
                                                                reasonable efforts to cooperate with the Accounting Firm and ensure
                                                                that the Accounting Firm is able to resolve the Disputed Cost
                                                                Items within seventy (70) days.



 


		(d)	Finalization
                                                                                       of Actual Shut Down Cost. If SDC does
                                                                                       not object to the Actual Shut Down Cost
                                                                                       Statement within the time period and in
                                                                                       the manner set forth in Section 5.1(b) or if SDC accepts the Actual Shut Down
                                                                                       Cost Statement within such time period,
                                                                                       then the Actual Shut Down Cost in the Actual
                                                                                       Shut Down Cost Statement shall become final
                                                                                       and binding upon the Parties for all purposes
                                                                                       hereunder on the forty-fifth (45th)
                                                                                       day after SDC receives the Actual Shut
                                                                                       Down Cost Statement. If SDC does object
                                                                                       to the Actual Shut Down Cost Statement
                                                                                       within the time period and in the manner
                                                                                       set forth in Section 5.1(b), then
                                                                                       the Actual Shut Down Cost Statement shall
                                                                                       become final and binding for all purposes
                                                                                       hereunder on the date that SCP receives
                                                                                       the Notice of Cost Disagreement except
                                                                                       with respect to, and only to the extent
                                                                                       of, the Disputed Cost Items in the Notice
                                                                                       of Cost Disagreement. Each Disputed Cost
                                                                                       Item shall become final
	


 


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	 	 	and binding for all purposes hereunder on the
                                                                earliest of (x) the date on which SCP and SDC resolve in a writing
                                                                signed by both SCP and SDC such Disputed Cost Item or (y) the
                                                                date on which the Accounting Firm notifies SCP and SDC in writing
                                                                of its resolution of such Disputed Cost Item. SCP and SDC agree
                                                                that the procedures set forth in Sections 5.1(b), (c)
                                                                and (d) for resolving disputes regarding the Disputed
                                                                Cost Items shall be the sole method for resolving such disputes.



 


		(e)	Books
                                                                and Records. Corning Buyer and Corning Hungary shall cause
                                                                SCP to, and SCP shall, cooperate with SDC and the Accounting Firm,
                                                                as the case may be, and provide them and their respective Representatives
                                                                with reasonable access to SCP’s books and records and employees
                                                                (including senior management) relevant to the calculation, review
                                                                and finalization of the Actual Shut Down Cost Statement, and use
                                                                its commercially reasonable efforts to cause its Representatives
                                                                to provide reasonable access to their working papers, in each
                                                                case, prepared in connection with the calculation, review and
                                                                finalization of the Actual Shut Down Cost Statement.



 


		(f)	Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Payment.
                                                                                                                               Upon
                                                                                                                               the
                                                                                                                               final
                                                                                                                               determination
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               Section
                                                                                                                               5.1(d),
                                                                                                                               SDC
                                                                                                                               shall
                                                                                                                               pay
                                                                                                                               46%
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Actual
                                                                                                                               Shut-Down
                                                                                                                               Cost,
                                                                                                                               less
                                                                                                                               all
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               already
                                                                                                                               paid
                                                                                                                               by
                                                                                                                               SDC
                                                                                                                               to
                                                                                                                               SCP,
                                                                                                                               to
                                                                                                                               SCP
                                                                                                                               (or
                                                                                                                               in
                                                                                                                               case
                                                                                                                               such
                                                                                                                               amount
                                                                                                                               is
                                                                                                                               a
                                                                                                                               negative
                                                                                                                               number,
                                                                                                                               SCP
                                                                                                                               shall
                                                                                                                               pay
                                                                                                                               to
                                                                                                                               SDC
                                                                                                                               such
                                                                                                                               amount)
                                                                                                                               in
                                                                                                                               cash
                                                                                                                               (in
                                                                                                                               U.S.
                                                                                                                               Dollars),
                                                                                                                               by
                                                                                                                               wire
                                                                                                                               transfer
                                                                                                                               of
                                                                                                                               immediately
                                                                                                                               available
                                                                                                                               funds,
                                                                                                                               no
                                                                                                                               later
                                                                                                                               than
                                                                                                                               thirty
                                                                                                                               (30)
                                                                                                                               Business
                                                                                                                               Days
                                                                                                                               from
                                                                                                                               such
                                                                                                                               determination.
                                                                                                                               Notwithstanding
                                                                                                                               the
                                                                                                                               foregoing,
                                                                                                                               in
                                                                                                                               the
                                                                                                                               event
                                                                                                                               that,
                                                                                                                               prior
                                                                                                                               to
                                                                                                                               the
                                                                                                                               final
                                                                                                                               determination
                                                                                                                               of
                                                                                                                               the
                                                                                                                               total
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost,
                                                                                                                               (i)
                                                                                                                               an
                                                                                                                               amount
                                                                                                                               equal
                                                                                                                               to
                                                                                                                               (x)
                                                                                                                               all
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               incurred
                                                                                                                               by
                                                                                                                               the
                                                                                                                               PV
                                                                                                                               Entity
                                                                                                                               up
                                                                                                                               to
                                                                                                                               any
                                                                                                                               specific
                                                                                                                               point
                                                                                                                               of
                                                                                                                               time
                                                                                                                               less
                                                                                                                               (y)
                                                                                                                               to
                                                                                                                               the
                                                                                                                               extent
                                                                                                                               there
                                                                                                                               has
                                                                                                                               been
                                                                                                                               any
                                                                                                                               payment
                                                                                                                               of
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               by
                                                                                                                               SDC
                                                                                                                               to
                                                                                                                               SCP
                                                                                                                               prior
                                                                                                                               to
                                                                                                                               such
                                                                                                                               point
                                                                                                                               of
                                                                                                                               time,
                                                                                                                               217.4%
                                                                                                                               (i.e.,
                                                                                                                               100%
                                                                                                                               divided
                                                                                                                               by
                                                                                                                               46%)
                                                                                                                               of
                                                                                                                               all
                                                                                                                               such
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               paid
                                                                                                                               by
                                                                                                                               SDC
                                                                                                                               to
                                                                                                                               SCP
                                                                                                                               prior
                                                                                                                               to
                                                                                                                               such
                                                                                                                               point
                                                                                                                               of
                                                                                                                               time
                                                                                                                               (such
                                                                                                                               amount
                                                                                                                               being,
                                                                                                                               the
                                                                                                                               “Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost”)
                                                                                                                               exceeds
                                                                                                                               thirty-two
                                                                                                                               million
                                                                                                                               six
                                                                                                                               hundred
                                                                                                                               thousand
                                                                                                                               U.S.
                                                                                                                               Dollars
                                                                                                                               (US$32,600,000)
                                                                                                                               or
                                                                                                                               (ii)
                                                                                                                               the
                                                                                                                               shutdown
                                                                                                                               of
                                                                                                                               the
                                                                                                                               PV
                                                                                                                               Business
                                                                                                                               has
                                                                                                                               been
                                                                                                                               completed,
                                                                                                                               SCP
                                                                                                                               may
                                                                                                                               provide
                                                                                                                               a
                                                                                                                               statement
                                                                                                                               to
                                                                                                                               SDC
                                                                                                                               setting
                                                                                                                               forth
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               based
                                                                                                                               on
                                                                                                                               the
                                                                                                                               same
                                                                                                                               principles,
                                                                                                                               documentation
                                                                                                                               and
                                                                                                                               information
                                                                                                                               to
                                                                                                                               be
                                                                                                                               provided
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement
                                                                                                                               (the
                                                                                                                               “Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement”).
                                                                                                                               If
                                                                                                                               SDC
                                                                                                                               does
                                                                                                                               not
                                                                                                                               object
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement
                                                                                                                               within
                                                                                                                               fifteen
                                                                                                                               (15)
                                                                                                                               Business
                                                                                                                               Days,
                                                                                                                               such
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               deemed
                                                                                                                               to
                                                                                                                               be
                                                                                                                               final
                                                                                                                               and
                                                                                                                               SDC
                                                                                                                               shall
                                                                                                                               pay
                                                                                                                               46%
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               to
                                                                                                                               SCP
                                                                                                                               in
                                                                                                                               cash
                                                                                                                               (in
                                                                                                                               U.S.
                                                                                                                               Dollars),
                                                                                                                               by
                                                                                                                               wire
                                                                                                                               transfer
                                                                                                                               of
                                                                                                                               immediately
                                                                                                                               available
                                                                                                                               funds,
                                                                                                                               no
                                                                                                                               later
                                                                                                                               than
                                                                                                                               thirty
                                                                                                                               (30)
                                                                                                                               Business
                                                                                                                               Days
                                                                                                                               after
                                                                                                                               the
                                                                                                                               date
                                                                                                                               SDC
                                                                                                                               receives
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement.
                                                                                                                               If
                                                                                                                               SDC
                                                                                                                               objects
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement
                                                                                                                               within
                                                                                                                               fifteen
                                                                                                                               (15)
                                                                                                                               Business
                                                                                                                               Days
                                                                                                                               of
                                                                                                                               receipt
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement,
                                                                                                                               SDC
                                                                                                                               shall
                                                                                                                               have
                                                                                                                               such
                                                                                                                               audit
                                                                                                                               rights
                                                                                                                               with
                                                                                                                               respect
                                                                                                                               to
                                                                                                                               the
                                                                                                                               PV
                                                                                                                               Entity
                                                                                                                               (and
                                                                                                                               SCP
                                                                                                                               as
                                                                                                                               necessary)
                                                                                                                               as
                                                                                                                               are
                                                                                                                               reasonably
                                                                                                                               necessary
                                                                                                                               to
                                                                                                                               assess
                                                                                                                               the
                                                                                                                               accuracy
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement,
                                                                                                                               and
                                                                                                                               for
                                                                                                                               a
                                                                                                                               period
                                                                                                                               of
                                                                                                                               twenty
                                                                                                                               (20)
                                                                                                                               Business
                                                                                                                               Days,
                                                                                                                               SCP
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Corning
                                                                                                                               Parties
                                                                                                                               shall
                                                                                                                               cooperate
                                                                                                                               fully
                                                                                                                               and
                                                                                                                               provide
                                                                                                                               SDC
                                                                                                                               and
                                                                                                                               its
                                                                                                                               representatives
                                                                                                                               and
                                                                                                                               advisors
                                                                                                                               reasonable
                                                                                                                               access
                                                                                                                               to
                                                                                                                               SCP’s
                                                                                                                               and
                                                                                                                               the
                                                                                                                               PV
                                                                                                                               Entity’s
                                                                                                                               respective
                                                                                                                               books
                                                                                                                               and
                                                                                                                               records
                                                                                                                               and
                                                                                                                               employees
                                                                                                                               (including
                                                                                                                               senior
                                                                                                                               management)
                                                                                                                               relevant
                                                                                                                               to
                                                                                                                               the
                                                                                                                               calculation
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement.
                                                                                                                               If
                                                                                                                               after
                                                                                                                               such
                                                                                                                               audit,
                                                                                                                               SDC
                                                                                                                               and
                                                                                                                               SCP
                                                                                                                               are
                                                                                                                               unable
                                                                                                                               to
                                                                                                                               agree
                                                                                                                               on
                                                                                                                               the
                                                                                                                               resolution
                                                                                                                               of
                                                                                                                               such
                                                                                                                               dispute
                                                                                                                               for
                                                                                                                               a
                                                                                                                               period
                                                                                                                               of
                                                                                                                               twenty
                                                                                                                               (20)
                                                                                                                               Business
                                                                                                                               Days,
                                                                                                                               SDC
                                                                                                                               and
                                                                                                                               SCP
                                                                                                                               shall
                                                                                                                               follow
                                                                                                                               the
                                                                                                                               procedures
                                                                                                                               set
                                                                                                                               forth
                                                                                                                               in
                                                                                                                               Section
                                                                                                                               5.1(c) to
                                                                                                                               resolve
                                                                                                                               such
                                                                                                                               dispute.
                                                                                                                               The
                                                                                                                               determination
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Accounting
                                                                                                                               Firm
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               final.
                                                                                                                               Upon
                                                                                                                               a
                                                                                                                               final
                                                                                                                               determination
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost,
                                                                                                                               if
                                                                                                                               the
                                                                                                                               total
                                                                                                                               amount
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               exceeds
                                                                                                                               thirty-two
                                                                                                                               million
                                                                                                                               six
                                                                                                                               hundred
                                                                                                                               thousand
                                                                                                                               U.S.
                                                                                                                               Dollars
                                                                                                                               (US$32,600,000),
                                                                                                                               SDC
                                                                                                                               shall
                                                                                                                               pay
                                                                                                                               46%
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               to
                                                                                                                               SCP
                                                                                                                               in
                                                                                                                               cash
                                                                                                                               (in
                                                                                                                               U.S.
                                                                                                                               Dollars),
                                                                                                                               by
                                                                                                                               wire
                                                                                                                               transfer
                                                                                                                               of
                                                                                                                               immediately
                                                                                                                               available
                                                                                                                               funds,
                                                                                                                               no
                                                                                                                               later
                                                                                                                               than
                                                                                                                               thirty (30)
                                                                                                                               Business
                                                                                                                               Days
                                                                                                                               after
                                                                                                                               the
                                                                                                                               determination
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost.
                                                                                                                               For
                                                                                                                               the
                                                                                                                               avoidance
                                                                                                                               of
                                                                                                                               doubt,
                                                                                                                               SCP
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               permitted
                                                                                                                               to
                                                                                                                               deliver
                                                                                                                               to
                                                                                                                               SDC
                                                                                                                               an
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement
                                                                                                                               at
                                                                                                                               any
                                                                                                                               time
                                                                                                                               the
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               incurred
                                                                                                                               but
                                                                                                                               not
                                                                                                                               yet
                                                                                                                               paid
                                                                                                                               by
                                                                                                                               SDC
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               this
                                                                                                                               Section
                                                                                                                               5.1 exceeds
                                                                                                                               thirty-two
                                                                                                                               million
                                                                                                                                six
                                                                                                                               hundred
                                                                                                                               thousand
                                                                                                                               (US$32,600,000),
                                                                                                                               and
                                                                                                                               may
                                                                                                                               deliver
                                                                                                                               more
                                                                                                                               than
                                                                                                                               one
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               Statement
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               this
                                                                                                                               Section
                                                                                                                               5.1.
                                                                                                                               Any
                                                                                                                               payment
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Actual
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Interim
                                                                                                                               Shut
                                                                                                                               Down
                                                                                                                               Cost
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               deemed
                                                                                                                               to
                                                                                                                               be
                                                                                                                               an
                                                                                                                               adjustment
                                                                                                                               to
                                                                                                                               the
                                                                                                                               applicable
                                                                                                                               purchase
                                                                                                                               price.



 


		(g)	In addition
                                                                to any amounts payable by SDC pursuant to Section 5.1(f),
                                                                SDC shall pay to SCP an amount equal to (and shall otherwise indemnify
                                                                and hold SCP harmless from and against) any Taxes imposed on SCP
                                                                with respect to the receipt of any payment made by SDC to SCP
                                                                pursuant to Section 5.1 (including pursuant to this Section
                                                                5.1(g)). Any amounts payable pursuant to this Section 5.1(g) shall be due on the later of (i) the date on which the final
                                                                payment under Section 5.1(f) is made or required to be
                                                                made and (ii) the date on which the liability for any Taxes described
                                                                in the immediately preceding sentence is imposed or, if being
                                                                disputed, finally determined pursuant to a Tax Proceeding.



 


	5.2	Employee
                                                             Matters. The Parties acknowledge and agree to the matters
                                                             set forth in Schedule 5.2.



 


	5.3	New Corsam.
                                                             The Parties shall use reasonable best efforts to enter into a
                                                             framework agreement (the “Corsam Framework Agreement”)
                                                             on or prior to the Closing Date and in any event no later than six
                                                             (6) months after the Closing Date. The Corsam Framework Agreement
                                                             shall set out a general structure under which technologies, if and
                                                             when agreed by the Parties, would be acquired, funded, developed,
                                                             owned and licensed by Corsam and/or by a new entity. This structure
                                                             under the Corsam Framework Agreement will be similar to the structure
                                                             under the agreements applicable to Corsam. After the Closing Date,
                                                             the Parties will work together to identify and agree upon the technologies
                                                             to be pursued under the Corsam Framework Agreement. As each such
                                                             technology is agreed, the Parties will negotiate and agree upon the
                                                             terms for incorporating that technology (and its related research
                                                             and development activities, programs, budgets, and investments) into
                                                             the Corsam Framework Agreement.



 


	5.4	No Dealing
                                                             in SCP Shares. From the Agreement Date until the completion
                                                             of the Closing, other than as expressly contemplated by this Agreement
                                                             (including pursuant to the Minority Purchase, the New SCP Subscription,
                                                             the SCP Lending Transaction and the repurchase by SCP of the Subject
                                                             SCP Shares):



 


		(a)	SCP shall
                                                                not, and SDC and Corning Hungary and Corning Buyer shall cause
                                                                SCP not to, (i) split, combine or reclassify any shares of any
                                                                class or series of its Capital Stock; (ii) redeem, purchase or
                                                                otherwise acquire directly or indirectly any shares of any class
                                                                or series of its Capital Stock, or any instrument or security
                                                                which consists of or includes a right to acquire such shares;
                                                                or (iii) issue, sell, transfer, pledge, dispose of or encumber
                                                                any shares of any class or series of its Capital Stock, any indebtedness
                                                                entitled to vote, or securities convertible into or exchangeable
                                                                for, or options, warrants, calls, commitments or rights of any
                                                                kind to acquire, any shares of any class or series of its Capital
                                                                Stock or any indebtedness entitled to vote; and



 


		(b)	SDC, Corning
                                                                Hungary and, to the extent the Minority Purchase or the New SCP
                                                                Subscription Transaction has occurred, Corning Buyer shall not
                                                                sell, transfer, pledge, dispose of or encumber, or acquire or
                                                                receive any security interest in, any shares of any class or series
                                                                of SCP’s Capital Stock.



 


	5.5	Conduct
                                                             of SCP Prior to the Closing. Except for matters required
                                                             or expressly contemplated by this Agreement or any Ancillary Agreement,
                                                             or with the prior written consent of the other applicable Party or
                                                             as required by applicable Law, from the Agreement Date until the
                                                             completion of the Closing, SDC, Corning Hungary and 
	


 


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	 	Corning Buyer
                                                             shall (a) cause SCP to, and SCP shall, carry on the Business in all
                                                             material respects in the ordinary course of business consistent with
                                                             past practice and in accordance and consistent with the Annual Business
                                                             Plan and use its reasonable best efforts to preserve the Business’s
                                                             business organizations intact and maintain the Business’s existing
                                                             relations and goodwill with Governmental Authorities, customers,
                                                             suppliers, distributors, creditors, lessors, licensors, licensees,
                                                             employees and business associates and keep available the services
                                                             of the Business’s key employees, (b) comply with the provisions
                                                             of the Existing Shareholders Agreement, (c) without limiting the
                                                             generality of the foregoing, except as required by Benefit Plans
                                                             as in effect on the date of this Agreement, not approve for SCP or
                                                             its Subsidiaries to or cause SCP or any of its Subsidiaries to, and
                                                             SCP shall not, (i) increase the compensation or other benefits payable
                                                             or provided to the directors or executive officers or employees of
                                                             SCP and its Subsidiaries, (ii) enter into any employment, change
                                                             of control, severance or retention agreement with any employee of
                                                             SCP or any of its Subsidiaries, (iii) establish, adopt, enter into
                                                             or amend any plan, trust, fund, policy, agreement or arrangement
                                                             for the benefit of any current or former directors, officers or employees
                                                             or any of their beneficiaries, (iv) grant or pay any bonus or grant
                                                             any equity-based awards to any current or former executive officer,
                                                             employee, consultant or other service provider of SCP or its Subsidiaries,
                                                             (v) enter into, establish, adopt, amend, terminate or waive any rights
                                                             with respect to any collective bargaining agreement or any agreement
                                                             with any labor organization or other employee representative, (vi)
                                                             accelerate the vesting or payment of any compensation, (vii) take
                                                             any action to fund or in any other way secure the payment of compensation
                                                             or benefits to any employee of SCP or any of its Subsidiaries or
                                                             (viii) make any loans or advances to any employee of SCP or any of
                                                             its Subsidiaries, or forgive or discharge any outstanding loans or
                                                             advances to any such person, and (d) cause SCP to, and SCP shall,
                                                             continue in the ordinary course of business, consistent with past
                                                             practices, in all material respects in its (i) payment practices
                                                             with respect to current liabilities and estimated tax payments and
                                                             (ii) investment practices with respect to its cash and cash equivalents.



 


	5.6	Efforts;
                                                             Governmental Approvals.



 


		(a)	Subject to
                                                                the terms and conditions set forth in this Agreement, Corning
                                                                Hungary, Corning Buyer, Corning Japan, SDC and SCP shall cooperate
                                                                with each other and use, and shall cause their respective Affiliates
                                                                to use, their respective reasonable best efforts to take or cause
                                                                to be taken all actions, and do or cause to be done all things,
                                                                necessary, proper or advisable on its part under this Agreement
                                                                (including the Minority Purchase), the Repurchase Agreement and
                                                                the Purchase and Subscription Agreement and applicable Laws to
                                                                consummate the transactions contemplated by this Agreement, the
                                                                Repurchase Agreement and the Purchase and Subscription Agreement
                                                                as promptly as reasonably practicable, including (i) obtaining
                                                                (if necessary) as promptly as reasonably practicable all consents,
                                                                permits, authorizations, waivers, clearances, approvals, and expirations
                                                                or terminations of waiting periods required to be obtained from,
                                                                any third parties or Governmental Authorities in connection with
                                                                the consummation of the transactions contemplated by this Agreement,
                                                                the Repurchase Agreement and the Purchase and Subscription Agreement;
                                                                (ii) cooperating in all respects with each other in connection
                                                                with any investigation or other inquiry, including any proceeding
                                                                initiated by a private party; (iii) furnishing all information
                                                                required or reasonably requested for any application or other
                                                                filing to be made pursuant to any applicable Laws in connection
                                                                with the transactions contemplated by this Agreement, the Repurchase
                                                                Agreement and the Purchase and Subscription Agreement; and (iv)
                                                                keeping the other Parties informed in all material respects of
                                                                any material communication received by such Party from, or given
                                                                by such Party to, any Governmental Authority and of any material
                                                                communication received or given in connection with any proceeding
                                                                by a private party, in each case relating to the transactions
                                                                contemplated by this Agreement, the Repurchase Agreement and the
                                                                Purchase and Subscription Agreement; provided, however,
                                                                notwithstanding anything in this Agreement to the contrary, none
                                                                of Corning or any of its Subsidiaries or SCP or any of its Subsidiaries
                                                                shall be required to take or become subject to, or consent or
                                                                agree to or otherwise take any action with respect to (and SDC
                                                                and SEC will not become subject to, or consent or agree to, or
                                                                otherwise take any action with respect to, in each case without
                                                                Corning’s prior written consent), any requirement, condition,
                                                                understanding, agreement or Governmental Order to sell, license,
                                                                hold separate or otherwise dispose of, or to conduct, restrict,
                                                                operate, invest or otherwise change the Business, the assets or
                                                                business of Corning, SCP or any of their Affiliates or Subsidiaries.
                                                                Without limiting the generality of the foregoing, each of the
                                                                parties shall use their reasonable best efforts to as promptly
                                                                as reasonably practicable (A) execute the Services Agreement,
                                                                the Employee Matters Agreement and the Corsam Framework Agreement,
                                                                (B) complete the schedules and/or exhibits to the applicable Ancillary
                                                                Agreements that require schedules and/or exhibits to be completed
                                                                prior to the Closing (including the exhibits, schedules and/or
                                                                statements of work to the Services Agreement), and (C) comply
                                                                with the terms of the Ancillary Agreements executed as of the
                                                                Agreement Date or prior to the Closing.



 


		(b)	Subject to
                                                                applicable Laws relating to the exchange of information and to
                                                                the extent reasonably practicable, the Corning Parties and SDC
                                                                shall have the right to review in advance and each will consult
                                                                the other on, all of the information relating to the Corning Parties
                                                                or SDC, as the case may be, and any of their respective Subsidiaries
                                                                that appear in any filing made with, or written materials submitted
                                                                to, any third party and/or any Governmental Authority in connection
                                                                with the transactions contemplated by this Agreement. To the extent
                                                                permitted by Law, each such party shall provide the other with
                                                                copies of all material submissions or correspondence between it
                                                                (or its advisors) and any Governmental Authority relating to the
                                                                transactions contemplated by this Agreement and, to the extent
                                                                reasonably practicable and permitted by such Governmental Authority,
                                                                all telephone calls and meetings with a Governmental Authority
                                                                regarding the transactions contemplated by this Agreement shall
                                                                include Representatives of Corning and SDC. In exercising the
                                                                foregoing rights, each of the Corning Parties and SDC shall act
                                                                reasonably and as promptly as reasonably practicable; provided,
                                                                however, that materials provided to the other party may
                                                                be redacted (i) to remove references to valuation, (ii) as necessary
                                                                to comply with contractual arrangements, and (iii) as necessary
                                                                to address reasonable attorney-client or other privilege or confidentiality
                                                                concerns.



 


	5.7	Management
                                                             Access; Access to Information; Books and Records; Certain Notifications.



 


		(a)	From the
                                                                Agreement Date to the Closing, SDC and the Corning Parties shall
                                                                cause SCP to, and SCP shall, use reasonable best efforts to consult
                                                                with and to keep Corning and its Representatives reasonably informed,
                                                                on a current basis, of the decisions and actions of management
                                                                and the operations of SCP and use reasonable best efforts to provide
                                                                SDC and Corning and its Representatives with reasonable access
                                                                to the books and records, facilities and employees of SCP. In
                                                                order to facilitate the foregoing, from January 1, 2014, SDC and
                                                                the Corning Parties shall cause SCP to, and SCP shall, give such
                                                                reasonable access to the books and records, facilities and employees
                                                                of SCP to: (i) up to five (5) employees of any of the Corning
                                                                Parties or their Affiliates (selected by the Corning Buyer) until
                                                                January 31, 2014; (ii) in the event the Closing has not occurred
                                                                prior to February 1, 2014, up to four (4) employees of any of
                                                                the Corning Parties or their Affiliates (selected by the Corning
                                                                Buyer) until 
	


 


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	 	 	February 28, 2014; (iii) in the event the Closing
                                                                has not occurred prior to March 1, 2014, up to a total of nine
                                                                (9) employees of any of the Corning Parties or their Affiliates
                                                                (selected by the Corning Buyer) until April 30, 2014; and (iv)
                                                                in the event the Closing has not occurred prior to May 1, 2014,
                                                                up to nineteen (19) employees of any of the Corning Parties or
                                                                their Affiliates (selected by the Corning Buyer) until the Closing
                                                                or an earlier termination of this Agreement, in each case, for
                                                                the avoidance of doubt, not including employees of the Corning
                                                                Parties or their Affiliates otherwise involved in the operations
                                                                of SCP in Korea consistent with past practice.



 


		(b)	In addition
                                                                to the employees of any of the Corning Parties or their Affiliates
                                                                to be given reasonable access pursuant to Section 5.7(a),
                                                                in the event the Closing is not anticipated to occur by January
                                                                31, 2014, SDC and the Corning Parties shall cause SCP to, and
                                                                SCP shall, use reasonable best efforts to enter into a secondment
                                                                arrangement with the Corning Parties or their Affiliates to be
                                                                effective on February 1, 2014, whereby one additional employee
                                                                of any of the Corning Parties or their Affiliates will be seconded
                                                                to SCP from February 1, 2014 until the Closing or an earlier termination
                                                                of this Agreement pursuant to Section 8 (the “Corning
                                                                Secondee”). The Corning Secondee shall report directly
                                                                to the president of SCP and shall be deemed a member of the management
                                                                and will be allowed to participate in certain management decisions
                                                                and duties as shall be determined by the board of directors of
                                                                SCP.



 


		(c)	Promptly
                                                                after the Agreement Date and in any event prior to the Closing,
                                                                SDC shall (and shall cause its Affiliates to) deliver to Corning
                                                                all books and records of SCP, if any, in the possession of SDC
                                                                or any of its Affiliates other than as required by applicable
                                                                Law.



 


		(d)	From the
                                                                Agreement Date until the Closing, each of the Parties shall promptly
                                                                notify the other Party in writing, as soon as practical after
                                                                it becomes known to such party, of the following events:



 


		(i)	any material
                                                                  breach by such Party of any of its representations, warranties,
                                                                  covenants or obligations contained in this Agreement; and/or



 


		(ii)	any fact,
                                                                   circumstance, event or action which will result in, or would
                                                                   reasonably be expected to result in, the failure of any party
                                                                   hereto to timely satisfy any of the closing conditions specified
                                                                   in SECTION 7 hereof.



 


		Nothing contained
                                                          in this Section 5.7 shall prevent any of the Parties from taking
                                                          any action to cure any of the foregoing. No notice given pursuant to
                                                          this Section 5.7 shall have any effect on the representations,
                                                          warranties, covenants or agreements contained in this Agreement for
                                                          purposes of determining the satisfaction of any condition contained
                                                          herein or the Parties’ rights to terminate this Agreement or the
                                                          Parties’ rights with respect to indemnification provided by this
                                                          Agreement.



 


	5.8	Intercompany
                                                             Arrangements. As soon as practicable after the Agreement
                                                             Date, Corning Hungary, Corning Buyer, SCP and SDC shall provide reasonable
                                                             cooperation to each other to identify all Intercompany Arrangements
                                                             and the material services currently provided by SDC, SEC or any of
                                                             their Affiliates, on the one hand, to SCP or any of its Subsidiaries,
                                                             on the other hand. Corning Hungary, Corning Buyer, SCP and SDC shall
                                                             use their respective reasonable best efforts to reasonably and in
                                                             good faith cooperate with each other to appropriately reflect such
                                                             material services in the scope of services to be provided under the
                                                             Services Agreement. Upon Corning Buyer’s reasonable request
                                                             made any time from the Agreement Date until six (6) months after
                                                             the Closing, SDC shall cooperate with Corning Buyer to seek to terminate
                                                             any on-going Intercompany Arrangements which Corning Buyer reasonably
                                                             believes are not on arm’s length terms; provided, that
                                                             in no event shall SDC pay, incur or otherwise bear any material out-of-pocket
                                                             costs, expenses or any other Liabilities in connection with its provision
                                                             of such cooperation.



 


	5.9	Non-Competition;
                                                             Non-Solicitation.



 


		(a)	For a period
                                                                of seven (7) years from the Closing Date (the “Non-Competition
                                                                Restricted Period”), SDC shall not, and shall cause
                                                                SEC and its Affiliates not to, engage, directly or indirectly,
                                                                in the manufacture and/or sale of glass substrates for flat panel
                                                                displays or any glass products made from the overflow or “fusion”
                                                                process (collectively, the “Restricted Business”),
                                                                or, directly or indirectly, own an interest in, manage, operate,
                                                                join, control, or participate in or be connected with, as an officer,
                                                                employee, partner, stockholder, consultant or similar capacity,
                                                                any Person that engages in the Restricted Business.



 


		(b)	Notwithstanding
                                                                the foregoing, Section 5.9(a) shall not prohibit (i) performing
                                                                any obligations under, exercising any rights under or otherwise
                                                                conducting or engaging in any activities required to be undertaken
                                                                by SDC or any Affiliate of SDC in connection with this Agreement
                                                                or any Ancillary Agreement, (ii) acquiring less than five percent
                                                                (5%) of the outstanding equity interest in any Person engaged
                                                                in the Restricted Business, or (iii) acquiring any amount of equity
                                                                interest in a Person for whom the Restricted Business is not a
                                                                core or substantial part of its overall business and annual revenue
                                                                derived from its Restricted Business does not exceed one hundred
                                                                million U.S. Dollars (US$100,000,000) in its most recent fiscal
                                                                year); provided, that if SDC, SEC or any of their respective
                                                                Affiliates has acquired such equity interest in such Person, SDC
                                                                shall, or shall cause SEC, SDC’s Affiliates or SEC’s
                                                                Affiliates, as applicable, to, cause such Person to dispose of
                                                                such Restricted Business as promptly as reasonably practicable
                                                                but in any event within two (2) years after the acquisition of
                                                                such equity interest to the extent such acquisition was consummated
                                                                during the Non-Competition Restricted Period, irrespective of
                                                                whether such two-year period for disposition will end after the
                                                                end of the Non-Competition Restricted Period.



 


		(c)	The Non-Competition
                                                                Restricted Period will be extended by the length of any period
                                                                during which SDC is in knowing and intentional material breach
                                                                of the terms of Section 5.9(a).



 


		(d)	SDC covenants
                                                                and agrees to perform its obligations specified on Schedule
                                                                5.9.



 


		(e)	SDC acknowledges
                                                                that the covenants of SDC set forth in this Section 5.9
                                                                and Schedule 5.9 are an essential element of this Agreement
                                                                and that, but for the agreement of SDC to comply with these covenants
                                                                and to cause SEC and its Affiliates to comply with these covenants,
                                                                the Corning Parties would not have entered into this Agreement.
                                                                SDC acknowledges that this Section 5.9 and Schedule 5.9 constitute independent covenants and will not be affected
                                                                by performance or nonperformance of any other provision of this
                                                                Agreement by any of the Corning Parties. SDC has independently
                                                                consulted with its counsel and after such consultation agrees
                                                                that the covenants set forth in this Section 5.9 and Schedule
                                                                5.9 are reasonable and proper.



 


		(f)	The nature
                                                                and scope of the foregoing protection has been carefully considered
                                                                by the parties hereto. The parties hereto agree and acknowledge
                                                                that the duration, scope and geographic areas applicable to such
                                                                provisions are fair, reasonable and necessary and that adequate
                                                                compensation has been received by SDC for such obligations. If,
                                                                however, for any reason any court determines that any such restrictions
                                                                are not reasonable or that consideration is inadequate, such restrictions
                                                                will be interpreted, modified or rewritten to include as much
                                                                of the duration, scope and geographic area identified in this
                                                                Section 5.9 and Schedule 5.9 as will render
                                                                such restrictions valid and enforceable.



 


		(g)	In the event
                                                                of a breach of this Section 5.9 or Schedule 5.9,
                                                                the Corning Buyer will be entitled, without the posting of a bond,
                                                                to an injunction restraining such breach. Nothing herein contained
                                                                will be construed as prohibiting any party from pursuing any other
                                                                remedy available to it for such breach.



 


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	5.10	Use of Name.
                                                           Corning Hungary and, to the extent the Minority Purchase or the
                                                           New SCP Subscription Transaction has occurred, Corning Buyer shall
                                                           cause SCP to, and SCP shall, cease to use Samsung Names and Marks as
                                                           soon as practicable after the Closing but in no event later than the
                                                           first (1st) year anniversary of the Closing Date. SDC shall
                                                           not, and shall cause its Affiliates (including SEC and its Affiliates)
                                                           not to, bring or raise claims, actions, suits or other proceedings
                                                           or otherwise assert infringement of intellectual property rights against
                                                           Corning Buyer, SCP or their Affiliates in relation to their continued
                                                           use of Samsung Names and Marks until the one (1) year anniversary of
                                                           the Closing Date; provided, that notwithstanding anything to
                                                           the contrary provided in this Section 5.10, at all times after
                                                           the Closing, SCP shall be allowed to use the Samsung Names or Marks
                                                           (i) to describe the historical relationship of SCP, on the one hand,
                                                           and SDC and/or SEC, on the other hand, (ii) if required by applicable
                                                           Law, (iii) on any existing office supplies (other than stationery envelopes
                                                           or similar items), and (iv) to the extent such materials or products
                                                           exist as of the one (1) year anniversary of the Closing Date, SCP and
                                                           its Affiliates may continue to use and distribute existing product
                                                           literature, packaging, sale and promotional materials relating to the
                                                           Business that uses any of the Samsung Names and Marks and distribute
                                                           products with labeling that uses any of the Samsung Names and Marks;
                                                           provided, further, that there will be no time limit with
                                                           respect to SCP’s and SCP’s Affiliates’ use and distribution
                                                           of any inventory existing as of the one (1) year anniversary of the
                                                           Closing Date and SCP may continue to sell such inventory, notwithstanding
                                                           that it bears one or more of the Samsung Names and Marks, after the
                                                           Closing. SDC shall not, and shall cause its Affiliates (including SEC
                                                           and its Affiliates) not to, bring or raise claims, actions, suits or
                                                           other proceedings or otherwise assert infringement of intellectual
                                                           property rights against Corning Buyer, SCP or their Affiliates with
                                                           respect to the foregoing. “Samsung Names and Marks”
                                                           means all trademarks and logos that were used in the Business,
                                                           including, but not limited to, the names “Samsung” and
                                                           “” (in any style or design), any trademark
                                                           derived from, confusingly similar to or including any of the foregoing.
                                                           Corning Hungary and, to the extent the Minority Purchase or the New
                                                           SCP Subscription Transaction has occurred, Corning Buyer shall cause
                                                           SCP to, and SCP and SDC shall, except as may be provided by the Services
                                                           Agreement, prior to the one (1) year anniversary of the Closing Date,
                                                           terminate or cause to be terminated, any license and similar agreements
                                                           between SCP, on the one hand, and SDC or its Affiliates, on the other
                                                           hand, granting SCP any license to use any of the Samsung Names and
                                                           Marks; provided, that in no event shall SCP pay, incur or otherwise
                                                           bear any costs, expenses or any other Liabilities in connection with
                                                           any such termination.



 


	5.11	SCP Lending
                                                              Transaction. At the election of Corning Buyer, Corning Buyer
                                                              or its designee may lend an amount of cash to SCP equal to all or
                                                              a portion of the Repurchase Price for which Corning Hungary and
                                                              SDC shall cause SCP to, and SCP shall, enter into a loan document
                                                              (the “SCP Loan”) with Corning Buyer or its designee,
                                                              which loan document shall have the terms reasonably acceptable to
                                                              SCP and Corning Buyer (such lending transaction, the “SCP
                                                              Lending Transaction”), in all cases in compliance with
                                                              applicable Law.



 


	5.12	Indebtedness
                                                              of SCP. Prior to the Closing, at Corning Buyer’s written
                                                              request, Corning Hungary and SDC shall cause SCP to, and SCP shall,
                                                              repay or otherwise eliminate such Indebtedness of SCP and its Subsidiaries
                                                              in the manner and as requested by Corning Buyer, but in case such
                                                              elimination would result in non-de-minimis penalties or other non-de-minimis
                                                              negative economic impact on SCP and/or its Subsidiaries, only with
                                                              the prior written consent of SDC (which consent shall not be unreasonably
                                                              withheld).



 


	5.13	Confidentiality
                                                              Agreement. Corning Buyer, SCP and SDC shall use reasonable
                                                              best efforts to enter into a commercially reasonable and customary
                                                              mutual confidentiality agreement before the Closing Date, which
                                                              will cover, among other things, the obligations of SDC with respect
                                                              to confidential information about SCP disclosed to SDC or its Affiliates
                                                              prior to the Closing Date and the obligations of SCP with respect
                                                              to confidential information about SDC disclosed to SCP or its Affiliates
                                                              prior to the Closing Date (the “Confidentiality Agreement”).



 


	5.14	Joinder
                                                              Agreements. Corning Hungary, Corning Japan and SDC shall
                                                              use their respective best efforts to cause SCP and SCG to execute
                                                              and deliver the SCP Joinder Agreement and the SCG Joinder Agreement,
                                                              respectively, as soon as reasonably practicable after the Agreement
                                                              Date and in any event prior to the Closing.



 


	5.15	2013
                                                              Balance Sheet.



 


		(a)	The Parties
                                                                shall use their respective reasonable best efforts to cause the
                                                                Accounting Firm to prepare the 2013 Balance Sheet as promptly
                                                                as practicable after December 31, 2013, and the Parties shall
                                                                cooperate with each other with respect to such preparation. For
                                                                purposes of this Agreement, the “2013 Balance Sheet”
                                                                shall mean the audited balance sheet of SCP as of December
                                                                31, 2013, prepared by the Accounting Firm using the same principles
                                                                and calculated in the same manner as SCP’s audited balance
                                                                sheets for the prior two fiscal years.



 


		(b)	The Parties
                                                                shall use their respective reasonable best efforts to cause the
                                                                Accounting Firm to consult with SCP’s statutory auditor
                                                                appointed by Corning Hungary and SCP’s statutory auditor
                                                                appointed by SDC in the preparation of the 2013 Balance Sheet.



 


	5.16	Splits,
                                                              Subdivisions, etc. From the Agreement Date until the Closing,
                                                              without the prior written consent of SDC and except as expressly
                                                              contemplated by this Agreement, Corning shall not split, combine,
                                                              subdivide or reclassify any common stock, or securities convertible
                                                              into or exchangeable or exercisable for common stock or other equity
                                                              interests or voting securities of Corning, or conduct an issuance
                                                              of shares of common stock or other equity securities of Corning
                                                              as dividends or distributions (other than such securities held in
                                                              treasury).



 


	Section 6     	Representations and Warranties




 


	6.1	Representations
                                                             and Warranties of Corning Parties. Each Corning Party hereby,
                                                             jointly and severally, represents and warrants to SDC as of the Agreement
                                                             Date and as of the Closing Date (unless otherwise specified herein,
                                                             in which case such representation and warranty shall be deemed to
                                                             be given as of such specified date and as of the Closing Date) as
                                                             follows:



 


		(a)	Organization,
                                                                Power and Authority. Each Corning Party is duly organized,
                                                                validly existing and in good standing under the Laws of the jurisdiction
                                                                of its formation. Such Corning Party is licensed or qualified
                                                                to conduct its businesses and is in good standing in every jurisdiction
                                                                where it is required to be so licensed or qualified, except where
                                                                the failure to do so would not have a material adverse effect
                                                                on it. Such Corning Party possesses all requisite power and authority
                                                                necessary to own and operate its assets and properties and to
                                                                carry on its businesses as presently conducted.



 


		(b)	Binding
                                                                Agreement. Such Corning Party has all requisite corporate
                                                                power and authority to execute and deliver this Agreement and
                                                                the other Transaction Documents, to which it is a party, and to
                                                                perform all of its obligations hereunder and thereunder. The execution,
                                                                delivery and performance by such Corning Party of this Agreement
                                                                and the other Transaction 
	


 


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	 	 	Documents, to which it is a party, and
                                                                the consummation of the transactions contemplated to be performed
                                                                by it hereunder and thereunder, have been duly authorized by all
                                                                necessary and proper corporate action on the part of such Corning
                                                                Party. This Agreement and the other Transaction Documents, to
                                                                which it is a party, constitute the legal, valid and binding obligations
                                                                of such Corning Party, enforceable against it in accordance with
                                                                its and their terms, except as such enforceability may be limited
                                                                by bankruptcy, insolvency, reorganization, moratorium or similar
                                                                Laws relating to or affecting the enforcement of creditors’
                                                                rights in general and by general principles of equity.



 


		(c)	No Conflicts.
                                                                The execution and delivery by such Corning Party of this Agreement
                                                                and the other Transaction Documents, to which it is a party, and
                                                                the performance by such Corning Party of its obligations hereunder
                                                                and thereunder, including the consummation of the transactions
                                                                to be consummated by it herein or therein, do not and will not
                                                                (i) violate any provision of its organizational documents, (ii)
                                                                violate or result in a default (with or without notice or lapse
                                                                of time, or both) under, in any material respect, or give rise
                                                                to a right of termination, cancellation or any acceleration of
                                                                any material obligation or the loss of or material adverse change
                                                                to a material benefit under, or result in the imposition or creation
                                                                of any liens upon its assets under any provision of any of its
                                                                material contracts or material permits or (iii) violate in any
                                                                material respect any Law which has a material impact on it. Except
                                                                for (i) the filing of the Corning Certificate of Amendment with,
                                                                and the acceptance of such certificate by, the Secretary of State
                                                                of the State of New York; (ii) the filing of documents with various
                                                                state securities authorities that may be required in connection
                                                                with the transactions contemplated hereby; (iii) filings with
                                                                or notices to the United States Securities and Exchange Commission
                                                                or the New York Stock Exchange, and (iv) necessary filings with
                                                                the Bank of Korea, the Korea Fair Trade Commission and the relevant
                                                                authority under the Foreign Investment Promotion Law of Korea,
                                                                no Consent or action of, registration, declaration or filing with
                                                                or notice to any Governmental Authority is necessary or required
                                                                to be obtained or made in connection with the execution and delivery
                                                                of this Agreement by the Corning Parties, the performance by each
                                                                of the Corning Parties of its obligations hereunder or the consummation
                                                                of the transactions contemplated hereby, other than such items
                                                                where the failure to make or obtain any Consent or waiver, or
                                                                take any action or make any registration, declaration or filing
                                                                or give any notice, would not, individually or in the aggregate,
                                                                have a material adverse effect on the Corning Parties or the transactions
                                                                contemplated hereby.



 


		(d)	Subject
                                                                CPS Shares. (i) Immediately prior to the Closing, the Subject
                                                                CPS Shares will be validly issued, fully paid and nonassessable;
                                                                (ii) immediately prior to the Closing, Corning Buyer shall own,
                                                                beneficially and of record, and have good and valid title to,
                                                                the Subject CPS Shares, free and clear of any Liens; and (iii)
                                                                upon the consummation of the purchase of the Subject CPS Shares
                                                                by SDC from Corning Buyer pursuant to the Purchase and Subscription
                                                                Agreement at the Closing, SDC will acquire good and valid title
                                                                to the Subject CPS Shares, free and clear of any Liens. Neither
                                                                the sale of all or any portion of the Subject CPS Shares by Corning
                                                                Buyer to SDC as contemplated by the Purchase and Subscription
                                                                Agreement is subject to any preemptive rights, rights of first
                                                                refusal, tag-along right or other similar right on behalf of any
                                                                Person under any provisions of any Contract to which Corning Buyer
                                                                is party or by which any property of Corning Buyer is bound.



 


		(e)	Additional
                                                                CPS. Upon issuance and following the payment of the issue
                                                                price by SDC for each Additional CPS pursuant to the Purchase
                                                                and Subscription Agreement at the Closing, the Additional CPS
                                                                will be validly issued, fully paid and nonassessable, and SDC
                                                                shall acquire good and valid title to the Additional CPS, free
                                                                and clear of any Liens.



 


		(f)	Capitalization.
                                                                The authorized capital stock of Corning consists of 3,800,000,000
                                                                shares of Corning’s common stock, par value US$0.50 per
                                                                share (the “Corning Common Stock”) and 10,000,000
                                                                shares of Corning’s series preferred stock, par value US$100
                                                                per share (the “Authorized Preferred Stock”).
                                                                At the close of business on October 15, 2013, (i) 1,660,083,668
                                                                shares of Corning Common Stock were issued and outstanding, of
                                                                which 1,969,727 shares were shares of restricted Corning Common
                                                                Stock, (ii) 212,881,767 shares of Corning Common Stock were held
                                                                by Corning in its treasury, (iii) no shares of Authorized Preferred
                                                                Stock was issued or outstanding, and (iv) 408,475,726 shares of
                                                                Corning Common Stock were reserved and available for issuance
                                                                pursuant to the Corning stock plans, of which 60,030,041 shares
                                                                were issuable upon exercise of outstanding Corning stock options,
                                                                3,888,241 shares were reserved for issuance after the vesting
                                                                or lapse of restrictions applicable to Corning’s restricted
                                                                stock units, and 236,814 shares were reserved for issuance after
                                                                the vesting or lapse of restrictions applicable to non-employee
                                                                director deferred restricted stock units. Except as set forth
                                                                in this Section 6.1(f), at the close of business on October
                                                                15, 2013, no shares of capital stock or voting securities of,
                                                                or other equity interests in, Corning were issued, reserved for
                                                                issuance or outstanding.



 


		(g)	SEC Filings
                                                                and Financial Statements. Corning has filed or furnished with
                                                                the United States Securities and Exchange Commission (“Commission”)
                                                                all reports, schedules, forms, statements and other documents
                                                                (including exhibits and other information incorporated therein)
                                                                required to be filed or furnished by it under the Exchange Act
                                                                or the Securities Act since January 1, 2012 (all such documents,
                                                                collectively, the “Corning SEC Documents”).
                                                                The Corning SEC Documents, at the time filed or furnished (except
                                                                to the extent corrected by a subsequently filed or furnished Covered
                                                                Corning SEC Document), (i) did not contain any untrue statement
                                                                of a material fact or omit to state a material fact required to
                                                                be stated therein or necessary in order to make the statements
                                                                therein (in the light of the circumstances under which they were
                                                                made) not misleading and (ii) complied in all material respects
                                                                with the applicable requirements of the Exchange Act and the Securities
                                                                Act, as applicable. All of the audited financial statements and
                                                                unaudited interim financial statements of Corning included in
                                                                the Covered Corning SEC Documents (the “Corning Financial
                                                                Statements”), at the time filed or furnished (except
                                                                to the extent corrected by a subsequently filed or furnished Covered
                                                                Corning SEC Document), (a) were prepared in accordance with GAAP
                                                                applied on a consistent basis during the periods involved (except
                                                                as may be indicated in the notes thereto or, in the case of unaudited
                                                                statements, as permitted by Form 10-Q of the Commission) and (b)
                                                                fairly present (subject in the case of unaudited statements to
                                                                normal, recurring and yearend audit adjustments) in all material
                                                                respects the financial position and results of operations of Corning
                                                                taken as a whole as of the dates and for the periods indicated.



 


		(h)	Absence
                                                                of Changes. Except as disclosed in the Corning SEC Documents,
                                                                between June 30, 2013 and the Agreement Date, there has been no
                                                                Corning Material Adverse Effect.



 


		(i)	Commercial
                                                                Projection. The Total Projection Adjustment Amount, calculated
                                                                in accordance with the “Projection Adjustment Model”
                                                                attached hereto as Annex 5-A, will be equal to an amount
                                                                less than zero (0).



 


	6.2	Representations
                                                             and Warranties of SDC. SDC hereby represents and warrants
                                                             to the Corning Parties as of the Agreement Date (except the representation
                                                             and warranty contained in Section 6.2(e) which is given as
                                                             of such specified date therein) and as of the Closing Date as follows:



 


		(a)	Organization,
                                                                Power and Authority. SDC is duly organized, validly existing
                                                                and in good standing under the Laws of the Republic of Korea.
                                                                SDC is licensed or qualified to conduct its 
	


 


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	 	 	businesses and is
                                                                in good standing in every jurisdiction where it is required to
                                                                be so licensed or qualified, except where the failure to do so
                                                                would not have a material adverse effect on SDC. SDC possesses
                                                                all requisite power and authority necessary to own and operate
                                                                its assets and properties and to carry on its businesses as presently
                                                                conducted.



 


		(b)	Binding
                                                                Agreement. SDC has all requisite corporate power and authority
                                                                to execute and deliver this Agreement and the other Transaction
                                                                Documents, to which it is a party, and to perform all of its obligations
                                                                hereunder and thereunder. The execution, delivery and performance
                                                                by SDC of this Agreement and the other Transaction Documents,
                                                                to which it is a party, and the consummation of the transactions
                                                                contemplated to be performed by it hereunder and thereunder, have
                                                                been duly authorized by all necessary and proper corporate action
                                                                on the part of SDC. This Agreement and the other Transaction Documents,
                                                                to which it is a party, constitute (in case of the Repurchase
                                                                Agreement, upon execution shall constitute) the legal, valid and
                                                                binding obligations of SDC, enforceable against it in accordance
                                                                with its and their terms, except as such enforceability may be
                                                                limited by bankruptcy, insolvency, reorganization, moratorium
                                                                or similar Laws relating to or affecting the enforcement of creditors’
                                                                rights in general and by general principles of equity.



 


		(c)	No Conflicts.
                                                                The execution and delivery by SDC of this Agreement and the other
                                                                Transaction Documents, to which it is a party, and the performance
                                                                by SDC of its obligations hereunder and thereunder, including
                                                                the consummation of the transactions to be consummated by it herein
                                                                or therein, do not and will not (i) violate any provision of its
                                                                organizational documents, (ii) violate or result in a default
                                                                (with or without notice or lapse of time, or both) under, in any
                                                                material respect, or give rise to a right of termination, cancellation
                                                                or any acceleration of any material obligation or the loss of
                                                                or material adverse change to a material benefit under, or result
                                                                in the imposition or creation of any liens upon its assets under
                                                                any provision of any of its material contracts or material permits
                                                                or (iii) violate in any material respect any Law which has a material
                                                                impact on it. Except for the necessary filings with the Bank of
                                                                Korea, the Korea Fair Trade Commission and the relevant authority
                                                                under the Foreign Investment Promotion Law of Korea, no consent,
                                                                approval, license, Governmental Order or authorization, action
                                                                of, or registration with (“Consents”), or declaration
                                                                or filing with or notice to, any Governmental Authority is necessary
                                                                or required to be obtained or made in connection with the execution
                                                                and delivery of this Agreement by SDC, the performance by SDC
                                                                of its obligations hereunder or the consummation of the transactions
                                                                contemplated hereby, except where the failure to make or obtain
                                                                any Consent or waiver would not, individually or in the aggregate,
                                                                have a material adverse effect on SDC or the transactions contemplated
                                                                hereby.



 


		(d)	Title.
                                                                All of the Subject SCP Shares are owned, beneficially and of record,
                                                                by SDC. Upon consummation of the repurchase of the Subject SCP
                                                                Shares by SCP pursuant to the Repurchase Agreement at the Closing,
                                                                SCP shall acquire good and valid title to the Subject SCP Shares,
                                                                free and clear of any Liens except as provided for in the Existing
                                                                Shareholders Agreement. Neither the sale of all or any portion
                                                                of the Subject SCP Shares by SDC to SCP as contemplated by the
                                                                Repurchase Agreement is subject to any preemptive rights, rights
                                                                of first refusal, tag-along right or other similar right on behalf
                                                                of any Person under any provisions of any Contract to which SDC
                                                                is party or by which any property of SDC is bound (other than
                                                                as provided for in the Existing Shareholders Agreement).



 


		(e)	Ownership
                                                                of Corning Common Stock. Except as set forth on Schedule
                                                                3 (to be delivered to Corning Buyer at least five (5) Business
                                                                Days prior to the Closing Date), as of five (5) Business Days
                                                                prior to the Closing Date, none of SDC, SEC or any of their respective
                                                                Subsidiaries or other Affiliates beneficially own any shares of
                                                                Corning Common Stock.



 


		(f)	Investment
                                                                Intent. SDC is an “accredited investor” within
                                                                the meaning of Rule 501(a) of Regulation D under the Securities
                                                                Act of 1933, as amended (the “Securities Act”)
                                                                and is acquiring all the shares of CPS for its own account for
                                                                investment purposes only and not with a view to any public distribution
                                                                thereof or with any intention of selling, distributing or otherwise
                                                                disposing of such shares in a manner that would violate the registration
                                                                requirements of the Securities Act. SDC acknowledges and agrees
                                                                that the shares of CPS acquired by it may not be sold, transferred,
                                                                offered for sale, pledged, hypothecated or otherwise disposed
                                                                of without registration under the Securities Act and any applicable
                                                                U.S. state or foreign securities Laws, except pursuant to an exemption
                                                                from such registration under the Securities Act and such Laws.
                                                                SDC is able to bear the economic risk of holding such shares of
                                                                CPS for an indefinite period (including total loss of its investment),
                                                                and has sufficient knowledge and experience in financial and business
                                                                matters so as to be capable of evaluating the merits and risk
                                                                of its investment. SDC is a sophisticated purchaser and has made
                                                                its own independent investigation, review and analysis regarding
                                                                Corning and its Subsidiaries and the transactions contemplated
                                                                hereby, which investigation, review and analysis were conducted
                                                                by SDC with its advisors, including legal counsel, that it has
                                                                engaged for such purpose.



 


		(g)	Absence
                                                                of Certain Changes. There is no existing or contemplated plan
                                                                or action that requires or could result in (i) a material reduction
                                                                in SDC’s liquid-crystal display panel sale or purchase volume
                                                                or glass purchase requirements, excluding non-material ordinary
                                                                course fluctuations or reductions consistent with past practice
                                                                (for the avoidance of doubt, which non-materiality shall not be
                                                                deemed to be subject to the provisions of Section 9.5(d))
                                                                or (ii) the discontinuation of SDC’s liquid-crystal display
                                                                business.



 


		(h)	Commercial
                                                                Projection. The Total Projection Adjustment Amount, calculated
                                                                in accordance with the “Projection Adjustment Model”
                                                                attached hereto as Annex 5-A, will be equal to an amount
                                                                greater than zero (0).



 


	6.3	Representations
                                                             and Warranties of SCP. Subject to the execution of the SCP
                                                             Joinder Agreement, SCP represents and warrants to the other Parties
                                                             as of the date of the SCP Joinder Agreement and as of the Closing
                                                             Date as follows:



 


		(a)	Organization,
                                                                Power and Authority. SCP is duly organized, validly existing
                                                                and in good standing under the Laws of the Republic of Korea.
                                                                SCP is licensed or qualified to conduct its businesses and is
                                                                in good standing in every jurisdiction where it is required to
                                                                be so licensed or qualified, except where the failure to do so
                                                                would not have a material adverse effect on it. SCP possesses
                                                                all requisite power and authority necessary to own and operate
                                                                its assets and properties and to carry on its businesses as presently
                                                                conducted.



 


		(b)	Binding
                                                                Agreement. SCP has all requisite corporate power and authority
                                                                to execute and deliver the SCP Joinder Agreement and the other
                                                                Transaction Documents, to which it is a party, and to perform
                                                                all of its obligations hereunder and thereunder. The execution,
                                                                delivery and performance by SCP of the SCP Joinder Agreement and
                                                                the other Transaction Documents, to which it is a party, and the
                                                                consummation of the transactions contemplated to be performed
                                                                by it hereunder and thereunder, have been duly authorized by all
                                                                necessary and proper corporate action on the part of SCP. This
                                                                Agreement and the other Transaction Documents, to which it is
                                                                a party, constitute the legal, valid and binding obligations of
                                                                SCP, enforceable against it in accordance with its and their terms,
                                                                except as such enforceability may be limited by bankruptcy, insolvency,
                                                                reorganization, moratorium
	


 


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	 	 	 or similar Laws relating to or affecting
                                                                the enforcement of creditors’ rights in general and by general
                                                                principles of equity.



 


		(c)	No Conflicts.
                                                                The execution and delivery by SCP of the SCP Joinder Agreement
                                                                and the other Transaction Documents, to which it is a party, and
                                                                the performance by SCP of its obligations hereunder and thereunder,
                                                                including the consummation of the transactions to be consummated
                                                                by it herein or therein, do not and will not (i) violate any provision
                                                                of its organizational documents, (ii) violate or result in a default
                                                                (with or without notice or lapse of time, or both) under, in any
                                                                material respect, or give rise to a right of termination, cancellation
                                                                or any acceleration of any material obligation or the loss of
                                                                or material adverse change to a material benefit under, or result
                                                                in the imposition or creation of any liens upon its assets under
                                                                any provision of any of its material contracts or material permits
                                                                or (iii) violate in any material respect any Law which has a material
                                                                impact on it.



 


	6.4	Representations
                                                             and Warranties of SCG. Subject to the execution of the SCG
                                                             Joinder Agreement, SCG represents and warrants to the other Parties
                                                             as of the date of the SCG Joinder Agreement and as of the Closing
                                                             Date as follows:



 


		(a)	Organization,
                                                                Power and Authority. SCG is duly organized, validly existing
                                                                and in good standing under the Laws of the Republic of Korea.
                                                                SCG is licensed or qualified to conduct its businesses and is
                                                                in good standing in every jurisdiction where it is required to
                                                                be so licensed or qualified, except where the failure to do so
                                                                would not have a material adverse effect on it. SCG possesses
                                                                all requisite power and authority necessary to own and operate
                                                                its assets and properties and to carry on its businesses as presently
                                                                conducted.



 


		(b)	Binding
                                                                Agreement. SCG has all requisite corporate power and authority
                                                                to execute and deliver the SCG Joinder Agreement and the other
                                                                Transaction Documents, to which it is a party, and to perform
                                                                all of its obligations hereunder and thereunder. The execution,
                                                                delivery and performance by SCG of the SCG Joinder Agreement and
                                                                the other Transaction Documents, to which it is a party, and the
                                                                consummation of the transactions contemplated to be performed
                                                                by it hereunder and thereunder, have been duly authorized by all
                                                                necessary and proper corporate action on the part of SCG. The
                                                                SCG Joinder Agreement and the other Transaction Documents, to
                                                                which it is a party, constitute the legal, valid and binding obligations
                                                                of SCG, enforceable against it in accordance with its and their
                                                                terms, except as such enforceability may be limited by bankruptcy,
                                                                insolvency, reorganization, moratorium or similar Laws relating
                                                                to or affecting the enforcement of creditors’ rights in
                                                                general and by general principles of equity.



 


		(c)	No Conflicts.
                                                                The execution and delivery by SCG of the SCG Joinder Agreement
                                                                and the other Transaction Documents, to which it is a party, and
                                                                the performance by SCG of its obligations hereunder and thereunder,
                                                                including the consummation of the transactions to be consummated
                                                                by it herein or therein, do not and will not (i) violate any provision
                                                                of its organizational documents, (ii) violate or result in a default
                                                                (with or without notice or lapse of time, or both) under, in any
                                                                material respect, or give rise to a right of termination, cancellation
                                                                or any acceleration of any material obligation or the loss of
                                                                or material adverse change to a material benefit under, or result
                                                                in the imposition or creation of any liens upon its assets under
                                                                any provision of any of its material contracts or material permits
                                                                or (iii) violate in any material respect any Law which has a material
                                                                impact on it.



 


	Section 7     	Conditions




 


	7.1	Conditions
                                                             to Each Party’s Obligation to Effect the Closing. The
                                                             respective obligations of each Party to effect the Closing are subject
                                                             to the satisfaction of each of the following conditions at or prior
                                                             to the Closing, any of which may be waived in whole or in part (to
                                                             the extent permitted by applicable Law) in a writing executed by
                                                             all of the Parties:



 


		(a)	No Injunctions
                                                                or Restraints. No Governmental Authority of competent jurisdiction
                                                                shall have enacted, issued, promulgated, enforced or entered any
                                                                Governmental Order, stay, decree, judgment or injunction or statute,
                                                                rule or regulation (any such action, a “Restraint”)
                                                                which is in effect (whether temporary, preliminary or permanent)
                                                                and which prevents or prohibits the consummation of, or that makes
                                                                it illegal for any of the parties hereto to consummate the transactions
                                                                contemplated by this Agreement, and there shall not be threatened
                                                                in writing, instituted or pending any action by any Governmental
                                                                Authority seeking to effect a Restraint.



 


		(b)	No Proceedings.
                                                                No Proceedings shall have been instituted or threatened in writing
                                                                or any written claim or demand made against any of the parties
                                                                hereto seeking to restrain or prohibit, or to obtain substantial
                                                                damages with respect to, the consummation of the transactions
                                                                contemplated by this Agreement.



 


		(c)	Approvals.
                                                                Any required approvals of the Bank of Korea and the relevant authority
                                                                under the Foreign Investment Promotion Law shall have been obtained
                                                                and be in full force and effect.



 


		(d)	Pre-Closing
                                                                Transactions. The New SCP Subscription Transaction shall have
                                                                been consummated.



 


		(e)	Joinder
                                                                Agreements. SCG shall have executed the SCG Joinder Agreement,
                                                                and SCP shall have executed the SCP Joinder Agreement.



 


	7.2	Additional
                                                             Conditions to Obligations of the Corning Parties. The obligation
                                                             of the Corning Parties to effect the Closing is further subject to
                                                             the satisfaction of each of the following additional conditions at
                                                             or prior to the Closing, any of which may be waived in whole or in
                                                             part in writing exclusively by Corning:



 


		(a)	Representations
                                                                and Warranties of SDC. The representations and warranties
                                                                of SDC set forth herein, except for the SDC Commercial Projection
                                                                Representation and the representations and warranties set forth
                                                                in Sections 6.2(e) and 6.2(g), shall be true and
                                                                correct in all respects both when made and at and as of the Closing
                                                                Date, as if made at and as of such time (except to the extent
                                                                expressly made as of a particular date, in which case as of such
                                                                other date). The representations and warranties set forth in Sections
                                                                6.2(e) and 6.2(g) shall be true and correct in all
                                                                material respects both when made and at and as of the Closing
                                                                Date, as if made at and as of such time (except to the extent
                                                                expressly made as of a particular date, in which case as of such
                                                                other date).



 


		(b)	Performance
                                                                of Obligations of SDC. SDC shall have performed in all material
                                                                respects all obligations and complied in all material respects
                                                                with all covenants required by this Agreement to be performed
                                                                or complied with by it at or prior to the Closing Date.



 


		(c)	Certificate
                                                                of Officers. SDC shall have delivered to the Corning Parties
                                                                a certificate, executed by an executive officer of SDC, certifying
                                                                that the conditions set forth in Section 7.2(a) and Section
                                                                7.2(b) have been satisfied.



 


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		(d)	Ancillary
                                                                Agreements. Each of SDC and SCP shall have delivered to the
                                                                Corning Parties duly executed counterparts of each of the Ancillary
                                                                Agreements to which SDC, SCP or any of their respective Affiliates
                                                                is a party. Each of the Ancillary Agreements is in full force
                                                                and effect and SDC or any of its Affiliates have not breached
                                                                in any material respect any term or provision of each of the Ancillary
                                                                Agreements.



 


		(e)	Other
                                                                Agreements. Each of the Standstill Agreement and the Shareholder
                                                                Agreement shall be in full force and effect, and SDC or any of
                                                                its Affiliates shall not have breached in any material respect
                                                                any term or provision of each of the Shareholder Agreement and
                                                                the Standstill Agreement.



 


		(f)	Minority
                                                                Purchase. Corning Buyer or its designee shall have completed
                                                                the Minority Purchase, and such Minority Purchase shall have included
                                                                all of the SCP Shares owned by Samsung Life Insurance Co., Ltd.



 


	7.3	Additional
                                                             Conditions to Obligations of SDC. The obligation of SDC to
                                                             effect the Closing is further subject to the satisfaction of each
                                                             of the following additional conditions at or prior to the Closing,
                                                             any of which may be waived in whole or in part in writing exclusively
                                                             by SDC:



 


		(a)	Representations
                                                                and Warranties of the Corning Parties. The representations
                                                                and warranties of the Corning Parties set forth herein, except
                                                                for the Corning Commercial Projection Representation and the representations
                                                                and warranties set forth in Sections 6.1(f), (g)
                                                                and (h), shall be true and correct in all respects both
                                                                when made and at and as of the Closing Date, as if made at and
                                                                as of such time (except to the extent expressly made as of a particular
                                                                date, in which case as of such other date). The representations
                                                                and warranties set forth in Sections 6.1(f), (g)
                                                                and (h) shall be true and correct in all material respects
                                                                both when made and at and as of the Closing Date, as if made at
                                                                and as of such time (except to the extent expressly made as of
                                                                a particular date, in which case as of such other date).



 


		(b)	Performance
                                                                of Obligations of the Corning Parties. Each of the Corning
                                                                Parties shall have performed in all material respects all obligations
                                                                and complied in all material respects with all covenants required
                                                                by this Agreement to be performed or complied with by it at or
                                                                prior to the Closing Date.



 


		(c)	Certificate
                                                                of Officer. Corning shall have delivered to SDC a certificate,
                                                                executed by an executive officer of Corning, certifying that the
                                                                conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.



 


		(d)	Ancillary
                                                                Agreements. Corning shall have delivered to SDC duly executed
                                                                counterparts of each of the Ancillary Agreements to which Corning
                                                                or any of its Affiliates is a party. Each of the Ancillary Agreements
                                                                is in full force and effect and Corning or any of its Affiliates
                                                                have not breached in any material respect any term or provision
                                                                of each of the Ancillary Agreements.



 


		(e)	Other
                                                                Agreements. Each of the Standstill Agreement and the Shareholder
                                                                Agreement shall be in full force and effect and the Corning Parties
                                                                or any of their Affiliates shall not have breached in any material
                                                                respect any term or provision of each of the Standstill Agreement
                                                                and the Shareholder Agreement.



 


		(f)	Corning
                                                                Certificate of Amendment. The Corning Certificate of Amendment
                                                                shall have been filed with the Office of the Secretary of State
                                                                of the State of New York and shall have become effective.



 


		(g)	Minority
                                                                Shares. Corning Buyer or its designee shall have acquired
                                                                at least 99.7% of the Minority Shares.



 


	7.4	Frustration
                                                             of the Closing Conditions. None of the Parties may rely,
                                                             either as a basis for not consummating the transactions contemplated
                                                             by this Agreement or for terminating this Agreement, on the failure
                                                             of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if
                                                             such failure was caused by such Party’s breach of any provision
                                                             of this Agreement or any Ancillary Agreement. SDC may not rely, either
                                                             as a basis for not consummating the transactions contemplated by
                                                             this Agreement or for terminating this Agreement, on the failure
                                                             of any condition set forth in Section 7.3(g) to be satisfied
                                                             if such failure was caused by the failure of Corning Buyer or its
                                                             designee to acquire SCP Shares owned by Samsung Life Insurance Co.,
                                                             Ltd.



 


	Section 8     	Termination




 


	8.1	Termination
                                                             Events. This Agreement may be terminated (and the transactions
                                                             contemplated by this Agreement abandoned) at any time prior to the
                                                             completion of the Closing only as follows:



 


		(a)	by mutual
                                                                written consent of SDC and Corning Buyer;



 


		(b)	by either
                                                                Corning Buyer or SDC:



 


		(i)	if the
                                                                  Closing shall not have occurred by June 30, 2014; provided,
                                                                  however, that, the right to terminate this Agreement
                                                                  pursuant to this Section 8.1(b)(i) shall not be available
                                                                  to any party if the failure of the Closing to have occurred
                                                                  by such time shall be due to the material breach by such party
                                                                  of any representation, warranty, covenant or other agreement
                                                                  of such party set forth in this Agreement; or



 


		(ii)	if a court
                                                                   of competent jurisdiction or other Governmental Authority shall
                                                                   have issued a non-appealable final Governmental Order, decree
                                                                   or ruling or taken any other non-appealable final action, in
                                                                   each case, having the effect of permanently restraining, enjoining
                                                                   or otherwise prohibiting the Closing and the transactions contemplated
                                                                   hereby; provided, however, that the right to
                                                                   terminate this Agreement under this Section 8.1(b)(ii)
                                                                   shall not be available to any party if such non-appealable
                                                                   final Governmental Order, decree or ruling or other non-appealable
                                                                   final action shall be due to the material breach by such party
                                                                   of any representation, warranty, covenant or other agreement
                                                                   of such party set forth in this Agreement;



 


		(c)	by Corning
                                                                Buyer if SDC shall have breached or failed to perform in any material
                                                                respect any of its representations, warranties, covenants or other
                                                                agreements contained in this Agreement, which breach or failure
                                                                to perform (i) would give rise to the failure of a condition set
                                                                forth in Section 7.2(a) or Section 7.2(b) and (ii)
                                                                is incapable of being cured by SDC, or, if capable of being cured
                                                                by SDC, shall not have been cured by SDC, within forty-five (45)
                                                                days following SDC’s receipt of written notice from Corning
                                                                Buyer of such breach or failure to perform; or



 


		(d)	by SDC if any of the Corning Parties shall have breached or failed to
                                                                                       perform in any material respect any of its representations, warranties, covenants or other agreements contained in this
                                                                                       Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section
                                                                                       7.3(a) or Section 7.3(b) and (ii) is incapable of being cured by the applicable Corning Party, or, if capable of
                                                                                       being cured by the applicable Corning Party, shall not have been cured by the applicable Corning Party, within
                                                                                       forty-five (45) days following Corning’s receipt of written notice from SDC of such breach or failure to perform.


 


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	8.2	Effect of Termination. In the event of termination of this Agreement
pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no Liability or obligation on the
part of any Party, except for any Liabilities (for breach of any representation, warranty, covenant or agreement existing prior
to such termination and the obligations and other provisions set forth under SECTION 8 (TERMINATION), Section 9 (SURVIVAL;
INDEMNIFICATION), and Section 11 (MISCELLANEOUS PROVISIONS) and Annex 1 (Certain Definitions), all of which shall
survive the date of termination of this Agreement.



 


	Section 9     	Survival;
                                                                                                                                         Indemnification



 


	9.1	Survival. The representations and warranties made by the Parties
herein shall not be extinguished by the Closing, but shall survive the Closing indefinitely, except that (i) the representations
and warranties set forth in Sections 6.1(f), 6.1(g), 6.1(h), 6.2(e) and 6.2(g) shall survive the Closing
for eighteen (18) months after the Closing Date, (ii) such covenants with duration periods as otherwise specified in Section
5 shall survive until the expiration of such period, and (iii) the SDC Commercial Projection Representation and the Corning
Commercial Projection Representation and all claims for indemnification in connection therewith under Section 10, shall
survive the Closing as provided for in Section 10.4.



 


	9.2	Indemnification.



 


		(a)	Indemnification by SDC. From and after the Closing, SDC shall indemnify,
save and hold harmless Corning Buyer and its Affiliates and its and their respective Representatives, successors and assigns (each,
a “Corning Indemnified Party” and collectively, the “Corning Indemnified Parties”) from and
against any and all costs, losses, Liabilities, obligations, damages, claims, demands and expenses (whether or not arising out
of third-party claims), including interest, penalties, Taxes, attorneys’ fees and all amounts paid in investigation, defense
or settlement of any of the foregoing (herein, “Losses”), incurred in connection with, arising out of, or resulting
from:



 


		(i)	any breach of any representation or warranty made by SDC in this Agreement;



 


		(ii)	subject to Section 9.5(a), the operation or conduct of the Business
or the ownership or use by SCP and its Subsidiaries of its assets, rights or properties, in each case at any time prior to December
31, 2013, except for Liabilities to the extent reflected in or reserved for in the 2013 Balance Sheet and except for Liabilities
for Taxes governed by Section 9.7; or



 


		(iii)	any breach of any covenant or agreement made, or to be performed, by SDC in
this Agreement.



 


		(b)	Indemnification by Corning Buyer. From and after the Closing, Corning
Buyer shall indemnify, save and hold harmless SDC and its Affiliates and its and their respective Representatives, successors and
assigns (each, an “SDC Indemnified Party” and collectively, the “SDC Indemnified Parties”)
from and against any and all Losses incurred in connection with, arising out of, or resulting from:



 


		(i)	any breach of any representation or warranty made by any of the Corning Parties
in this Agreement; or



 


		(ii)	any breach of any covenant or agreement made, or to be performed, by any of
the Corning Parties in this Agreement.



 


	9.3	Procedure for Claims between Parties.



 


		(a)	If a claim (a “Claim”) for Losses is to be made by a Corning
Indemnified Party or an SDC Indemnified Party (any such party, an “Indemnified Party”) entitled to indemnification
hereunder, such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary
damages sought (each, a “Notice”) to the other party (the “Indemnifying Part”) as soon as
reasonably practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses
for which indemnification may be sought under this Section 9. Any failure to submit any such notice of claim to the Indemnifying
Party shall not relieve the Indemnifying Party of any Liability hereunder, except to the extent that the Indemnifying Party was
actually prejudiced by such failure. With respect to any indemnification sought by an Indemnified Party from the Indemnifying Party
that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within forty-five (45)
days from its receipt of the Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”),
the Indemnifying Party shall be deemed to have accepted and agreed with such claim.



 


		(b)	If the Indemnifying Party has disputed a claim for indemnification hereunder,
the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the
Indemnifying Party and the Indemnified Party cannot resolve such dispute in forty-five (45) days after delivery of the Dispute
Notice, such dispute shall be resolved pursuant to the terms of Section 11.10.



 


	9.4	Defense of Third Party Claims.



 


		(a)	If any lawsuit, action, proceeding, investigation, claim or enforcement action
is initiated against an Indemnified Party by any third party (each, a “Third Party Claim”) for which indemnification
under this Section 9 may be sought, Notice thereof, together with copies of all notices and communication relating to such
Third Party Claim, shall be given to the Indemnifying Party as promptly as reasonably practicable. The failure of any Indemnified
Party to give timely Notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying
Party was actually prejudiced by such failure.



 


		(b)	If it so elects at its own cost, risk and expense, the Indemnifying Party
shall be entitled to:



 


		(i)	take control of the defense and investigation of such Third Party Claim at
its sole cost and expense if the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will
indemnify the Indemnified Party for any Losses related to the Third Party Claim;



 


		(ii)	after the notification described in sub-clause (i) above, employ and engage
attorneys of its own choice (provided that such attorneys are reasonably acceptable to the Indemnified Party) to handle
and defend the same, unless the named parties to such action or proceeding include both one or more Indemnifying Parties and an
Indemnified Party, and the Indemnified Party has reasonably concluded that there may be one or more legal defenses or defense strategies
available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or that
there exists or is reasonably likely to exist a conflict of interest, in which event such Indemnified Party shall be entitled,
at the Indemnifying Parties’ reasonable cost, risk and expense, to separate counsel (provided that such counsel is
reasonably acceptable to the Indemnifying Party); and



 

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		(iii)	compromise or settle such Third Party Claim, which compromise or settlement
shall be made (x) only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld, or (y)
if such compromise or settlement contains an unconditional release of the Indemnified Party in respect of such claim, without any
cost, Liability or admission of wrongdoing of any nature whatsoever to or by such Indemnified Party, and provides only for monetary
damages that will be paid in full by the Indemnifying Party.



 


		(c)	If the Indemnifying Party elects to assume the defense of a Third Party Claim,
the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation,
trial and defense of such Third Party Claim and any appeal arising therefrom; provided, however, that the Indemnified
Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising
therefrom (subject to the right of the Indemnifying Party to take control of the defense and investigation pursuant to Section
9.4(b)(i)). The Parties shall cooperate with each other in any notifications to insurers.



 


		(d)	If the Indemnifying Party fails to assume the defense of such Third Party
Claim within forty-five (45) calendar days after receipt of the Notice, the Indemnified Party against which such Third Party Claim
has been asserted will have the right to undertake, at the Indemnifying Parties’
reasonable cost, risk and expense, the defense, compromise or settlement of such Third Party Claim on behalf of and for the account
and risk of the Indemnifying Parties; provided, however, that such Third Party Claim shall not be compromised or
settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.



 





		(e)	If an Indemnified Party assumes the defense of the Third Party Claim, such
Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement.



 


		(f)	If the Indemnifying Party notifies the Indemnified Party that it does not
dispute its Liability to the Indemnified Party with respect to the Third Party Claim or fails to notify the Indemnified Party whether
the Indemnifying Party disputes its Liability to the Indemnified Party with respect to such Third Party Claim within seventy (70)
days of the Notice of such Third Party Claim having been provided to the Indemnifying Party, the Losses arising from such Third
Party Claim will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of
such Losses to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party disputes its
Liability with respect to such claim within such seventy (70) day period, then such dispute shall be resolved in accordance with
the terms and conditions of Section 11.10.



 


	9.5	Limitations on Indemnity.



 


		(a)	In respect of any
Claim for any Loss under Section 9.2(a)(ii),  (i)
the amount of such Loss that SDC will be required to pay to the Corning Indemnified Parties will be equal to the amount of such
Loss (as finally determined) multiplied by 0.4254 (including for purposes of calculating the amount of Losses in relation to the
Threshold Amount, the Basket and the Indemnity Cap) and (ii) any such Claims for indemnification shall not be asserted later than
the eighteenth (18th) month anniversary of the Closing Date.



 


		(b)	In calculating the amount of any Losses payable to an Indemnified Party hereunder
(excluding the payments to be made pursuant to Section 10), the amount of the Losses (i) shall not be duplicative of any
other Loss for which an indemnification claim has been made, and (ii) shall be computed net of any amounts actually recovered by
such Indemnified Party under any insurance policy with respect to such Losses (net of any costs and expenses incurred in obtaining
such insurance proceeds). If the Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in
respect of such claim is collected by such Indemnified Party, then such Indemnified Party promptly shall remit the insurance proceeds
(net of any costs and expenses incurred in obtaining such insurance proceeds) up to the amount paid by the Indemnifying Party to
such Indemnified Party.



 


		(c)	Notwithstanding anything
to the contrary set forth in this Section 9, the Corning Indemnified Parties shall not make a claim against SDC for indemnification
under (i) Section 9.2(a)(i) for breach of representations or warranties under Sections 6.2(e) or 6.2(g) and
(ii) Section 9.2(a)(ii) (for the avoidance of doubt, in each case excluding any claim for the SDC Commercial Projection
Representation Indemnity which is separately dealt with in Section 10 and except for Taxes governed by Section 9.7)
for any Losses (after taking into account the limitation described in Section 9.5(a)) unless and until the aggregate amount
of such Losses (excluding all Losses in respect of any single claim which do not exceed US$150,000, for which no claim for indemnification
may be made (the “Threshold Amount”)) exceeds US$10,000,000 (the “Basket”), in which event
the Corning Indemnified Parties may claim indemnification for the full amount of such Losses from the first dollar of such Losses.
The total aggregate liability of SDC toward the Corning Indemnified Parties for Losses with respect to any and all claims made
pursuant to (i) Section 9.2(a)(i) for
breach of representations or warranties under  Sections
6.2(e) or 6.2(g) and (ii) Section 9.2(a)(ii) (for the avoidance of doubt, in each case excluding any liability
for the SDC Commercial Projection Representation Indemnity which is separately dealt with in Section 10 and except for Taxes
governed by Section 9.7) shall be limited to the Indemnity Cap, subject to the second sentence of Section 9.6. Notwithstanding
anything to the contrary set forth in this Section 9, the SDC Indemnified Parties shall not make a claim against Corning
Buyer for indemnification under Section 9.2(b)(i) (but only with respect to the representations and warranties contained
in Sections 6.1(f), 6.1(g) and 6.1(h)) (for the avoidance of doubt, excluding any claim for the Corning Commercial
Projection Representation Indemnity which is separately dealt with in Section 10 and except for Taxes governed by Section
9.7) for any Losses unless and until the aggregate amount of such Losses (excluding all Losses in respect of any single claim
which do not exceed the Threshold Amount, for which no claim for indemnification may be made) exceeds the Basket, in which event
the SDC Indemnified Parties may claim indemnification for the full amount of such Losses from the first dollar of such Losses.
The total aggregate liability of Corning Buyer toward the SDC Indemnified Parties for Losses with respect to any and all claims
made pursuant to Section 9.2(b)(i) (but only with respect to the representations and warranties contained in Section
6.1(f), 6.1(g) and 6.1(h)) (for the avoidance of doubt, excluding any liability for the Corning Commercial Projection
Representation Indemnity which is separately dealt with in Section 10 and except for Taxes governed by Section 9.7)
shall be limited to the Indemnity Cap, subject to the second sentence of Section 9.6.



 


		(d)	For all purposes of this Section 9, any inaccuracy or breach of the
representations and warranties contained in this Agreement (other than Section 6.1(h)) shall be determined without reference
to the terms “material,” “materially” and other similar qualifications as to materiality contained in or
otherwise applicable to such representations and warranties.



 


	9.6	Payment of Indemnified Losses. An Indemnified Party shall be
paid in cash by Corning Buyer (in the case of a payment required to be made to a SDC Indemnified Party) or by SDC (in the case
of a



 

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payment required to be made to a
Corning Indemnified Party) the amount to which such Indemnified Party may become entitled by reason of the provisions of this Section
9, within fifteen (15) Business Days after such amount is determined either by mutual agreement of the Parties or on the date
on which both such amount and the Indemnifying Party’s obligation to pay such amount have been determined pursuant to Section
9.3 or Section 9.4. In the event of an adjustment to the Indemnity Cap pursuant to clause (b) of the definition of “Indemnity
Cap”, (a) if the Total Projection Adjustment Amount is positive (and the Indemnity Cap is increased as a result), Corning
Buyer agrees that it will promptly pay to SDC the Corning Cap Deficiency Adjustment Amount (if any) and SDC agrees that it will
promptly pay to Corning Buyer the SDC Cap Deficiency Adjustment Amount (if any); or (b) if the Total Projection Adjustment Amount
is negative (and the Indemnity Cap is decreased as a result), Corning Buyer agrees that it will promptly pay to SDC the SDC Cap
Excess Adjustment Amount (if any) and SDC agrees that it will promptly pay to Corning Buyer the Corning Cap Excess Adjustment Amount
(if any), in each case in cash within fifteen (15) Business Days after the Total Projection Adjustment Amount is finalized in accordance
with Section 10.


 


	9.7	Tax Matters.



 


		(a)	Tax Indemnification. From and after the Closing, (i) SDC shall pay
to Corning Buyer an amount equal to, and shall otherwise indemnify and hold Corning Buyer and its Affiliates harmless from and
against 42.54% of any Excluded Taxes and 42.54% of any Losses incurred by SCP, any of the Corning Parties or any of their respective
Affiliates attributable thereto; and (ii) the Receiving Party (as defined in Section 9.7(d)) shall pay to the Paying Party
(as defined in Section 9.7(d)) an amount equal to, and shall otherwise indemnify and hold the Paying Party and its Affiliates
harmless from and against, any Losses incurred by the Paying Party or its Affiliates as a result of any audit, examination, investigation,
determination or other Tax proceeding (each, a “Tax Proceeding”) by any Taxing Authority that are attributable
to the Paying Party having paid an amount payable under this Agreement without making deductions or withholdings therefrom pursuant
to a Withholding Decision made by the Receiving Party.



 


		(b)	Transfer Taxes. The Party primarily responsible under applicable Law
for filing any Tax Return required to be filed with respect to any and all transfer, recording, documentary, sales, use, stamp,
registration, deemed transfer Taxes, deemed acquisition Taxes and other similar Taxes imposed in connection with any of the transactions
contemplated pursuant to this Agreement (the “Transfer Taxes”) shall pay such Transfer Taxes. The Parties shall
cooperate as reasonably requested in preparing, executing and filing all Tax Returns and related documentation required to be filed
with respect to such Transfer Taxes on a timely basis as may be required to comply with the provisions of any applicable Law.



 


		(c)	Payments. Any payments required to be made under Section 9.7(a)
shall be due within fifteen (15) Business Days following written notice by the Indemnified Party that payment of such amounts to
the appropriate Taxing Authority or other applicable third party is or was due; provided that the Indemnifying Party shall
not be required to make any payment earlier than fifteen (15) Business Days before the related amount is due to the appropriate
Taxing Authority or applicable third party.



 


		(d)	Tax Withholding. Notwithstanding anything in this Agreement to the
contrary, each Party shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts
as are required to be deducted or withheld under any applicable Tax Law with respect to the making of such payment; provided
however, that the receiving Party (the “Receiving Party”) of such payment shall determine whether such deduction
or withholding is required under such Tax Law (“Withholding Decision”) and inform the paying Party (the “Paying
Party”) of such Withholding Decision at least fifteen (15) Business Days prior to the date when such payment is due,
and the Paying Party shall not object to and will comply with such Withholding Decision.



 


		(e)	Certain Tax Proceedings. In the event that a Taxing Authority asserts
that a Paying Party was required to deduct and withhold amounts with respect to any amount otherwise payable under this Agreement
in excess of the amounts actually deducted and withheld by the Paying Party, if any, with respect to such payment in compliance
with the Receiving Party’s Withholding Decision (a “Withholding Tax Claim”), the Paying Party shall promptly
notify the Receiving Party of such Withholding Tax Claim and provide the Receiving Party with any documentation received from the
relevant Taxing Authority in connection with such Withholding Tax Claim. Notwithstanding anything to the contrary herein, the Receiving
Party shall have the exclusive right (but not the obligation) to defend such Withholding Tax Claim and control the conduct of any
related Tax Proceeding. The Paying Party shall cooperate with the Receiving Party (including by providing the Receiving Party with
any necessary information or documentation and by executing any powers of attorney requested by the Receiving Party) in the defense
of such Withholding Tax Claim or conduct of any related Tax Proceeding.



 


		(f)	Coordination;
                                                                                                                                                                      Survival.
                                                                                                                                                                      The
                                                                                                                                                                      indemnification
                                                                                                                                                                      obligations
                                                                                                                                                                      contained
                                                                                                                                                                      in
                                                                                                                                                                      Section
                                                                                                                                                                      9.7(a)
                                                                                                                                                                      shall
                                                                                                                                                                      survive
                                                                                                                                                                      the
                                                                                                                                                                      Closing
                                                                                                                                                                      and
                                                                                                                                                                      remain
                                                                                                                                                                      in
                                                                                                                                                                      effect
                                                                                                                                                                      until
                                                                                                                                                                      the
                                                                                                                                                                      earlier
                                                                                                                                                                      of
                                                                                                                                                                      (x)
                                                                                                                                                                      the
                                                                                                                                                                      fifth
                                                                                                                                                                      (5th)
                                                                                                                                                                      anniversary
                                                                                                                                                                      of
                                                                                                                                                                      the
                                                                                                                                                                      due
                                                                                                                                                                      date
                                                                                                                                                                      for
                                                                                                                                                                      the
                                                                                                                                                                      Tax
                                                                                                                                                                      Return
                                                                                                                                                                      that
                                                                                                                                                                      includes
                                                                                                                                                                      the
                                                                                                                                                                      Closing
                                                                                                                                                                      Date
                                                                                                                                                                      (taking
                                                                                                                                                                      into
                                                                                                                                                                      account
                                                                                                                                                                      extensions)
                                                                                                                                                                      and
                                                                                                                                                                      (y)
                                                                                                                                                                      the
                                                                                                                                                                      completion
                                                                                                                                                                      of
                                                                                                                                                                      the
                                                                                                                                                                      next
                                                                                                                                                                      tax
                                                                                                                                                                      audit
                                                                                                                                                                      (that
                                                                                                                                                                      includes
                                                                                                                                                                      the
                                                                                                                                                                      2013
                                                                                                                                                                      taxable
                                                                                                                                                                      year)
                                                                                                                                                                      conducted
                                                                                                                                                                      on
                                                                                                                                                                      SCP
                                                                                                                                                                      by
                                                                                                                                                                      National
                                                                                                                                                                      Tax
                                                                                                                                                                      Services
                                                                                                                                                                      of
                                                                                                                                                                      the
                                                                                                                                                                      Republic
                                                                                                                                                                      of
                                                                                                                                                                      Korea.
                                                                                                                                                                      Claims
                                                                                                                                                                      for
                                                                                                                                                                      indemnification
                                                                                                                                                                      under
                                                                                                                                                                      Section
                                                                                                                                                                      9.7(a)
                                                                                                                                                                      shall
                                                                                                                                                                      be
                                                                                                                                                                      governed
                                                                                                                                                                      exclusively
                                                                                                                                                                      by
                                                                                                                                                                      this
                                                                                                                                                                      Section
                                                                                                                                                                      9.7
                                                                                                                                                                      and
                                                                                                                                                                      the
                                                                                                                                                                      provisions
                                                                                                                                                                      of
                                                                                                                                                                      SECTION
                                                                                                                                                                      9
                                                                                                                                                                      (other
                                                                                                                                                                      than
                                                                                                                                                                      Sections
                                                                                                                                                                      9.7
                                                                                                                                                                      and
                                                                                                                                                                      9.5(b))
                                                                                                                                                                      shall
                                                                                                                                                                      not
                                                                                                                                                                      apply.



 


	Section 10     	Commercial
                                                                                                                                                                 Projection
                                                                                                                                                                 Indemnities



 


	10.1	Indemnification for Breach of SDC Commercial Projection Representation.
After the Closing, SDC shall indemnify, save and hold harmless Corning Buyer from and against any and all losses of Corning Buyer
resulting from any inaccuracy in the SDC Commercial Projection Representation (the “SDC Commercial Projection Representation
Indemnity”). The Parties agree that a loss for Corning Buyer with respect to the SDC Commercial Projection Representation
Indemnity shall only be deemed to exist for Corning Buyer if the Total Projection Adjustment Amount as finally determined pursuant
to this Section 10 is a negative number, and that such losses shall only equal 42.54% of the absolute value of such negative
number, subject to Sections 10.12 and 10.13 below. The payment of any amounts due pursuant to the SDC Commercial
Projection Representation Indemnity shall be made solely in accordance with Section 10.11 below.



 


	10.2	Indemnification for Breach of Corning Commercial Projection Representation.
After the Closing, Corning Buyer shall indemnify, save and hold harmless SDC from and against any and all losses of SDC resulting
from any inaccuracy in the Corning Commercial Projection Representation (the “Corning Commercial Projection Representation
Indemnity” and, together with the SDC Commercial Projection Representation Indemnity, the “Commercial Projection



 

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Indemnitie”). The Parties
agree that a loss for SDC with respect to the Corning Commercial Projection Representation Indemnity shall only be deemed to exist
for SDC if the Total Projection Adjustment Amount as finally determined pursuant to this Section 10 is a positive number,
and that such losses shall only equal 42.54% of such positive number, subject to Sections 10.12 and 10.13 below.
The payment of any amounts due pursuant to the Corning Commercial Projection Representation Indemnity shall be made solely in accordance
with Section 10.11 below.


 


	10.3	Volume Price Indemnity. After the Closing, Corning Buyer shall
indemnify and pay to SDC an amount equal to the “Volume Price Adjustment Amount” which amount shall be calculated
in accordance with Annex 5-C, subject to Section 10.14 below (the “Volume Price Indemnity”, and
together with the Commercial Projection Indemnities, the “Commercial Indemnities”). The payment of any amounts
due pursuant to the Volume Price Indemnity shall be made in accordance with Section 10.11 below.



 


	10.4	Survival of Commercial Projection Representation. The SDC Commercial
Projection Representation and the Corning Commercial Projection Representation and the indemnification obligations of the Parties
related thereto pursuant to the SDC Commercial Projection Representation Indemnity and the Corning Commercial Projection Representation
Indemnity shall survive until the Commercial Projection Indemnities shall have been finally determined and paid in full pursuant
to the provisions of this Section 10.



 


	10.5	Annual Projection Adjustment Statements. Within seventy (70)
days after the end of Corning’s fiscal years 2014, 2015, 2016, and 2017, Corning Buyer shall deliver to SDC a statement (the
“Annual Projection Adjustment Statement”) setting forth the Annual Projection Adjustment Amount. The “Annual
Projection Adjustment Amount” for any fiscal year shall be an amount calculated for such fiscal year in accordance with
the “Projection Adjustment Model” attached as Annex 5-A in the form of a CD-ROM (which Projection Adjustment
Model, in the form of an excel file, was confirmed through an email exchange between a representative of SDC (which confirmation
email was sent at 7:00 pm) and a representative of Corning on October 20, 2013) (an illustrative calculation of the Annual Projection
Adjustment Amount, based on the “Projection Adjustment Formula,” is provided as Annex 5-B). In addition, the
Annual Projection Adjustment Statement shall include the Projection Adjustment Input Items, along with supporting documentation
and information.



 


	10.6	Final Commercial Adjustment Statement. Within seventy (70) days
after January 1, 2018, Corning Buyer shall deliver to SDC a statement (the “Final Commercial Adjustment Statement”)
setting forth (i) the “Total Projection Adjustment Amount” which shall be calculated for the period from 2014
to 2017 in accordance with the “Projection Adjustment Model” attached hereto as Annex 5-A (an illustrative calculation
of the Total Projection Adjustment Amount is provided as Annex 5-B) and (ii) the Volume Price Adjustment Amount. The Final
Commercial Adjustment Statement shall include the Annual Projection Adjustment Amounts for fiscal years 2014, 2015, 2016 and 2017
and supporting documentation and information sufficient for SDC to reproduce the calculation of the Total Projection Adjustment
Amount and the Volume Price Adjustment Amount. Each of the Annual Projection Adjustment Statements for fiscal years 2014, 2015,
2016 and 2017 and the Final Commercial Adjustment Statement individually is referred to in this Agreement as a “Commercial
Adjustment Statement” and collectively they are referred to as the “Commercial Adjustment Statements.”



 


	10.7	Commercial Adjustment
Disagreements. If SDC objects to the Final Commercial Adjustment Statement, then it shall provide Corning Buyer with written
notice thereof (a “Notice of Commercial Adjustment Disagreement”) setting forth SDC’s objections to (i)
specific Projection Adjustment Input Items, (ii) the method of applying the Projection Adjustment Model to the Projection Adjustment
Input Items employed in the calculation of each Annual Projection Adjustment Amount, (iii) the Annual Projection Adjustment Amount;
(iv) the Total Projection Adjustment Amount; and (v) the Volume Price Adjustment Amount, in each case in reasonable detail (each
a “Disputed Commercial Adjustment Item”)  together
with supporting documentation within forty-five (45) days after receiving such Final Commercial Adjustment Statement.



 


	10.8	Expert Dispute Resolution. If SDC and Corning Buyer are unable
to agree on the resolution to any Disputed Commercial Adjustment Items contained in a Notice of Commercial Adjustment Disagreement
within forty-five (45) days after Corning Buyer receives the Notice of Commercial Adjustment Disagreement, then either SDC or Corning
Buyer may refer such dispute to the Accounting Firm, which shall make a final and binding determination as to all Disputed Commercial
Adjustment Items including without limitation the method of applying the Projection Adjustment Model to the Projection Adjustment
Input Items, and only as to such Disputed Commercial Adjustment Items, within seventy (70) days of such referral and shall promptly
notify SDC and Corning Buyer in writing of its resolution. The Accounting Firm handling the dispute resolution shall not have the
power to modify or amend any term or provision of this Agreement. In resolving the Disputed Commercial Adjustment Items that are
Projection Adjustment Input Items, the Accounting Firm shall only assign a value to any Disputed Commercial Adjustment Item that
is at or between SDC’s valuation of such Disputed Commercial Adjustment Item and Corning Buyer’s valuation of such
Disputed Commercial Adjustment Item. Each of SDC and Corning Buyer shall bear and pay one-half of the fees and other costs charged
by such Accounting Firm and shall use commercially reasonable efforts to cooperate with the Accounting Firm and ensure that the
Accounting Firm is able to resolve the Disputed Commercial Adjustment Items within seventy (70) days.



 


	10.9	Finalization
                                                                                                                     of Final
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement.
                                                                                                                     If SDC
                                                                                                                     does not
                                                                                                                     object to
                                                                                                                     the Final
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement
                                                                                                                     within the
                                                                                                                     time period
                                                                                                                     and in the
                                                                                                                     manner set
                                                                                                                     forth in
                                                                                                                     Section
                                                                                                                     10.7
                                                                                                                     or if SDC
                                                                                                                     accepts the
                                                                                                                     Final Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement
                                                                                                                     within such
                                                                                                                     time period,
                                                                                                                     then the
                                                                                                                     Total Projection
                                                                                                                     Adjustment
                                                                                                                     Amount and
                                                                                                                     the Volume
                                                                                                                     Price Adjustment
                                                                                                                     Amount set
                                                                                                                     forth in
                                                                                                                     the Final
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement
                                                                                                                     shall become
                                                                                                                     final and
                                                                                                                     binding upon
                                                                                                                     the Parties
                                                                                                                     for all purposes
                                                                                                                     hereunder
                                                                                                                     after the
                                                                                                                     forty fifth
                                                                                                                     (45th)
                                                                                                                     day after
                                                                                                                     SDC receives
                                                                                                                     the Final
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement
                                                                                                                     or the date,
                                                                                                                     if earlier,
                                                                                                                     on which
                                                                                                                     SDC accepts
                                                                                                                     the Final
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement.
                                                                                                                     If SDC objects
                                                                                                                     to the Final
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement
                                                                                                                     within the
                                                                                                                     time period
                                                                                                                     and in the
                                                                                                                     manner set
                                                                                                                     forth in
                                                                                                                     Section
                                                                                                                     10.7,
                                                                                                                     then the
                                                                                                                     Final Commercial
                                                                                                                     Adjustment
                                                                                                                     Statement
                                                                                                                     shall become
                                                                                                                     final and
                                                                                                                     binding for
                                                                                                                     all purposes
                                                                                                                     hereunder
                                                                                                                     on the date
                                                                                                                     that Corning
                                                                                                                     Buyer receives
                                                                                                                     the Notice
                                                                                                                     of Commercial
                                                                                                                     Adjustment
                                                                                                                     Disagreement
                                                                                                                     except with
                                                                                                                     respect to,
                                                                                                                     and only
                                                                                                                     to the extent
                                                                                                                     of, the Disputed
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Items in
                                                                                                                     the Notice
                                                                                                                     of Commercial
                                                                                                                     Adjustment
                                                                                                                     Disagreement.
                                                                                                                     Each Disputed
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Item shall
                                                                                                                     become final
                                                                                                                     and binding
                                                                                                                     for all purposes
                                                                                                                     hereunder
                                                                                                                     on the earliest
                                                                                                                     of (i) the
                                                                                                                     date on which
                                                                                                                     Corning Buyer
                                                                                                                     and SDC agree
                                                                                                                     to a resolution
                                                                                                                     of such Disputed
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Item in a
                                                                                                                     writing signed
                                                                                                                     by both Corning
                                                                                                                     Buyer and
                                                                                                                     SDC or (ii)
                                                                                                                     the date
                                                                                                                     on which
                                                                                                                     the Accounting
                                                                                                                     Firm notifies
                                                                                                                     Corning Buyer
                                                                                                                     and SDC in
                                                                                                                     writing of
                                                                                                                     its resolution
                                                                                                                     of such Disputed
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Item. Corning
                                                                                                                     Buyer and
                                                                                                                     SDC agree
                                                                                                                     that the
                                                                                                                     procedures
                                                                                                                     set forth
                                                                                                                     in this SECTION
                                                                                                                     10 for
                                                                                                                     resolving
                                                                                                                     disputes
                                                                                                                     regarding
                                                                                                                     the Disputed
                                                                                                                     Commercial
                                                                                                                     Adjustment
                                                                                                                     Items shall
                                                                                                                     be the sole
                                                                                                                     methods for
                                                                                                                     resolving
                                                                                                                     such disputes.
                                                                                                                     For the avoidance
                                                                                                                     of doubt,
                                                                                                                     any calculation
                                                                                                                     of an Annual
                                                                                                                     Projection
                                                                                                                     Adjustment
                                                                                                                     Amount that
                                                                                                                     is included
                                                                                                                     in an Annual
                                                                                                                     Projection
                                                                                                                     Adjustment
                                                                                                                     Statement
                                                                                                                     will not
                                                                                                                     be considered
                                                                                                                     final until
                                                                                                                     the Total
                                                                                                                     Projection
                                                                                                                     Adjustment
                                                                                                                     Amount is
                                                                                                                     finalized
                                                                                                                     as set forth
                                                                                                                     in Section
                                                                                                                     10.9.



 


	10.10	Books and Records. Corning Buyer and Corning Hungary shall cause
SCP to, and SCP shall, cooperate with SDC and the Accounting Firm, as the case may be, and provide them and their respective Representatives
with reasonable access to SCP’s books and records and employees (including senior management) relevant to the calculation,
review and finalization of Final Commercial Adjustment Statement, and shall



 

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use its commercially reasonable
efforts to cause its representatives to provide reasonable access to their working papers, in each case, prepared in connection
with the calculation, review and finalization of the Final Commercial Adjustment Statement.


 


	10.11	Payment of the Commercial Indemnities.



 


		(a)	SDC and Corning Buyer agree that the payment of the Commercial Projection
Indemnities and the Volume Price Indemnity shall be implemented pursuant to this Section 10.11.



 


		(b)	Subject to Sections 10.12,10.13 and 10.14, upon the final determination
pursuant to Section 10.9 that, (i) 42.54% of the Total Projection Adjustment Amount plus (ii) the Volume Price Adjustment
Amount (the “Final Adjustment Amount”), is a positive number, Corning Buyer shall pay to SDC such Final Adjustment
Amount, within thirty (30) Business Days, either (x) by the delivery of shares of CPS to SDC (the number of such shares to be determined
by dividing the Final Adjustment Amount, by a price of US$1,000,000 per share, with the amount corresponding to any fractional
shares being paid in cash (by wire transfer of immediately available funds)), and to the extent the delivery of such shares would
cause SDC and its Affiliates to exceed the Ownership Cap (as defined in the Shareholder Agreement), the amount corresponding to
the number of shares of CPS which would be in excess of the Ownership Cap being paid in cash (by wire transfer of immediately available
funds), or (y) the entire amount in cash (by wire transfer of immediately available funds) (whether payment is made through clause
(x) or (y) being at the option of Corning Buyer).



 


		(c)	Subject to Sections
10.12,10.13 and 10.14, upon the final determination pursuant to Section 10.9 that the Final Adjustment Amount
is a negative number, SDC shall pay to Corning Buyer the absolute value of such Final Adjustment Amount, within thirty (30) Business
Days,  either
(x) by the delivery of shares of CPS to Corning Buyer (the number of such shares to be determined by dividing the absolute value
of the Final Adjustment Amount, by a price of US$1,000,000 per share, with the amount corresponding to any fractional shares being
paid in cash (by wire transfer of immediately available funds)), and to the extent SDC does not hold sufficient number of shares
of CPS at such time to make full payment in the form of shares of CPS, the amount corresponding to such insufficient number of
shares of CPS being paid in cash (by wire transfer of immediately available funds), or (y) the entire amount in cash (by wire transfer
of immediately available funds) (whether payment is made through clause (x) or (y) being at the option of SDC).



 


		(d)	SDC and Corning Buyer agree to execute and deliver such agreements and/or
documents as required by applicable Law to effect the payments described in this Section 10.11.



 


	10.12	De-minimis Threshold. Notwithstanding anything to the contrary
herein, if the absolute value of 42.54% of the Total Projection Adjustment Amount is equal to or less than US$95,000,000, there
shall be no amounts payable pursuant to the SDC Commercial Projection Representation Indemnity or the Corning Commercial Projection
Representation Indemnity by any Party and 42.54% of the Total Projection Adjustment Amount shall be deemed to be zero U.S. Dollars
(US$0.0) in calculating the Final Adjustment Amount under Section 10.11 above; provided that if the absolute value
of the 42.54% of the Total Projection Adjustment Amount is greater than US$95,000,000, then 42.54% of the Total Projection Adjustment
Amount shall be determined from the first dollar (i.e., without regard to the US$95,000,000 threshold).



 


	10.13	Commercial Projection
Indemnities Cap. Notwithstanding anything to the contrary herein, in no event shall the absolute value of 42.54% of the
Total Projection Adjustment Amount  (i.e.,
the amount of the SDC Commercial Projection Representation Indemnity or the Corning Commercial Projection Representation Indemnity)
exceed US$665,000,000. If 42.54% of the Total Projection Adjustment Amount exceeds US$665,000,000 then the Total Projection Adjustment
Amount shall be deemed to equal US$665,000,000. If 42.54% of the Total Projection Adjustment Amount is less than negative US$665,000,000
then the Total Projection Amount shall be deemed to equal negative US$665,000,000.



 


	10.14	Volume Price Indemnity Cap. Notwithstanding anything to the
contrary herein, in no event shall the Volume Price Adjustment Amount (i.e., the amount of the Volume Price Indemnity) exceed US$100,000,000.
If the Volume Price Adjustment Amount exceeds US$100,000,000 then the Volume Price Adjustment Amount shall be deemed to equal US$100,000,000.



 


	10.15	Incremental
Sales Volume. The Corning Parties and SDC shall use their respective reasonable best efforts to determine and agree on
a process for the Corning Parties and SDC’s relevant Affiliates to use their respective commercially reasonable efforts to
specify Corning glass (with respect to Corning’s and its Affiliates’ glass sales on a worldwide basis) at jointly selected
LCD panel makers which supply LCD panels to such SDC’s Affiliates, by no later than six  (6)
months after the Closing Date. If as a direct result of such process, the Corning Parties receive incremental glass sales, such
incremental volume will be reflected in the Commercial Projection Indemnities process in a manner agreed by the Parties.



 


	Section
11     	Miscellaneous
                                            Provisions



 


	11.1	Enforcement of Agreement. Each of the Parties hereby fully acknowledges
and unequivocally agrees that such Party would be irreparably damaged if any of the provisions of this Agreement are not performed
by the other Parties in accordance with their specific terms and that any breach of this Agreement by any Party would not be adequately
compensated by monetary damages alone. Accordingly, to the fullest extent permitted by applicable Law, (i) in addition to any other
right or remedy to which SDC or the Corning Parties may be entitled, at law or in equity, SDC or the Corning Parties, as the case
may be, shall be entitled to enforce any provision of this Agreement by a decree of specific performance and temporary, preliminary
and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement in any action
instituted in a court of competent jurisdiction, without the posting of any bond or other undertaking, and (ii) each Party hereto
hereby irrevocably waives, in any action for specific performance, the defense of adequacy of a remedy at law.



 


	11.2	Further Assurances. Subject to the terms and conditions of this
Agreement, at any time or from time to time after the Agreement Date, at the reasonable request of a Party and without further
consideration, the applicable other Party (or Parties) to which such request was made shall (and shall cause the applicable Affiliates
to) execute and deliver to such requesting Party such documents and other instruments of sale, transfer, conveyance, assignment
and confirmation, provide such materials and information and take such other actions as the requesting Party may reasonably request
in order to consummate the transactions contemplated by this Agreement.



 


	11.3	Fees and Expenses. Unless otherwise specified herein, each Party
shall bear and pay all fees, costs and expenses (including legal fees and accounting fees) that have been incurred or that are
incurred by such Party in connection with the transactions contemplated by this Agreement and the other Transaction Documents.



 

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	11.4	Waiver; Amendment.
Any agreement on the part of a Party to any extension or waiver of any provision hereof shall be valid only if set forth in an
instrument in writing signed on behalf of such Party. A waiver by a Party of the performance of any covenant, agreement, obligation,
condition, representation or warranty hereto shall not be construed as a waiver of any other covenant, agreement, obligation, condition,
representation or warranty hereto.  A
waiver by any Party of the performance of any act shall not constitute a waiver of the performance of any other act or an identical
act required to be performed at a later time. This Agreement may not be amended, modified or supplemented except by written agreement
of all of the Parties.



 


	11.5	Entire Agreement. This Agreement and the other Transaction Documents
constitute the entire agreement among the Parties and supersede all other prior agreements, representations and understandings,
both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof.



 


	11.6	Execution of Agreement; Counterparts; Electronic Signatures.



 


		(a)	This Agreement may be executed in several counterparts, each of which shall
be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts
have been signed by each of the parties and delivered to the other parties; it being understood that all parties need not sign
the same counterparts.



 


		(b)	The exchange of copies of this Agreement and of signature pages by facsimile
transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the
worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall
constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement
for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.



 


	11.7	Confidentiality.
                                                                                                                     For a
                                                                                                                     period from
                                                                                                                     the Closing
                                                                                                                     until the
                                                                                                                     fifth (5th)
                                                                                                                     anniversary
                                                                                                                     of the Closing,
                                                                                                                     (a) the Corning
                                                                                                                     Parties shall
                                                                                                                     not, and
                                                                                                                     shall ensure
                                                                                                                     that none
                                                                                                                     of their
                                                                                                                     Representatives
                                                                                                                     and Affiliates
                                                                                                                     shall, disclose
                                                                                                                     any Confidential
                                                                                                                     Information
                                                                                                                     of SDC to
                                                                                                                     any third
                                                                                                                     Person, without
                                                                                                                     the prior
                                                                                                                     written consent
                                                                                                                     of SDC and
                                                                                                                     (b) SDC shall
                                                                                                                     not, and
                                                                                                                     shall ensure
                                                                                                                     that none
                                                                                                                     of its Representatives
                                                                                                                     and Affiliates
                                                                                                                     shall, disclose
                                                                                                                     any Confidential
                                                                                                                     Information
                                                                                                                     of the Corning
                                                                                                                     Parties to
                                                                                                                     any third
                                                                                                                     Person, without
                                                                                                                     the prior
                                                                                                                     written consent
                                                                                                                     of the Corning
                                                                                                                     Parties.
                                                                                                                     The obligation
                                                                                                                     of the Parties
                                                                                                                     under this
                                                                                                                     Section
                                                                                                                     11.7
                                                                                                                     shall not
                                                                                                                     apply to
                                                                                                                     any of the
                                                                                                                     following:
                                                                                                                     (i) disclosure
                                                                                                                     of such Confidential
                                                                                                                     Information
                                                                                                                     required
                                                                                                                     by applicable
                                                                                                                     Law, Commission
                                                                                                                     rules or
                                                                                                                     any listing
                                                                                                                     agreement
                                                                                                                     with or other
                                                                                                                     requirement
                                                                                                                     of any relevant
                                                                                                                     stock exchange
                                                                                                                     (including,
                                                                                                                     for the avoidance
                                                                                                                     of doubt,
                                                                                                                     the New York
                                                                                                                     Stock Exchange
                                                                                                                     and the Korea
                                                                                                                     Exchange);
                                                                                                                     (ii) disclosure
                                                                                                                     of such Confidential
                                                                                                                     Information
                                                                                                                     to such Party’s
                                                                                                                     agents, Representatives,
                                                                                                                     and professional
                                                                                                                     advisors
                                                                                                                     who have
                                                                                                                     been retained
                                                                                                                     in relation
                                                                                                                     to the transactions
                                                                                                                     contemplated
                                                                                                                     by this Agreement
                                                                                                                     and the other
                                                                                                                     Transaction
                                                                                                                     Documents
                                                                                                                     or other
                                                                                                                     Representatives
                                                                                                                     and who have
                                                                                                                     been informed
                                                                                                                     of the confidential
                                                                                                                     nature of
                                                                                                                     such information
                                                                                                                     and agreed
                                                                                                                     to treat
                                                                                                                     such information
                                                                                                                     as confidential
                                                                                                                     in accordance
                                                                                                                     with the
                                                                                                                     terms of
                                                                                                                     this Agreement,
                                                                                                                     but only
                                                                                                                     to the extent
                                                                                                                     necessary
                                                                                                                     for such
                                                                                                                     advisors
                                                                                                                     or Representatives
                                                                                                                     to perform
                                                                                                                     their duties;
                                                                                                                     and (iii)
                                                                                                                     disclosure
                                                                                                                     of such Confidential
                                                                                                                     Information
                                                                                                                     for the purpose
                                                                                                                     of defending
                                                                                                                     any claim
                                                                                                                     against the
                                                                                                                     other Parties
                                                                                                                     under this
                                                                                                                     Agreement
                                                                                                                     or enforcing
                                                                                                                     its rights
                                                                                                                     hereunder.



 


	11.8	Public Announcement. The forms of the initial press releases
regarding the transactions contemplated hereby, to be released promptly following the execution of this Agreement, have been agreed
among the Parties on or prior to the Agreement Date. Following the issuance of the initial press releases, except as may be required
by applicable Law, Commission rules or any listing agreement with or other requirement of any relevant stock exchange (including,
for the avoidance of doubt, the New York Stock Exchange and the Korea Exchange) and only to the extent reasonably practicable,
each of the Parties shall consult with each other before issuing any press release, public statement or other public disclosure
with respect to any of the transactions contemplated hereby to the extent such release, statement or disclosure is inconsistent
with the initial press releases or other prior press releases, public statements or public disclosures or this Agreement.



 


	11.9	Governing Law. All issues and questions concerning the construction,
validity, enforcement and interpretation of this Agreement and the Schedules and Annexes hereto shall be governed by, and construed
in accordance with, the internal Laws of the State of New York without giving effect to any choice of law or conflict of law rules
or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any
jurisdiction other than the State of New York. In furtherance of the foregoing, the internal Law of the State of New York shall
control the interpretation and construction of this Agreement (and all Schedules and Annexes hereto), even though under that jurisdiction’s
choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.



 


	11.10	Arbitration.



 


		(a)	Dispute Resolution. Subject to Section 11.1, any disputes, claims
or controversies arising out of or relating to this Agreement, whether in contract, tort, equity or otherwise and whether arising
out of or relating to this Agreement or the meaning, interpretation, effect, validity, performance, termination or enforcement
thereof (all of which are referred to as “Disputes”) shall be resolved through arbitration in accordance with
the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in effect (the “ICC
Rules”).



 


		(b)	Appointment
                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                     Arbitrators.
                                                                                                                                                                                                                                     There
                                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                                     be
                                                                                                                                                                                                                                     three
                                                                                                                                                                                                                                     (3)
                                                                                                                                                                                                                                     arbitrators
                                                                                                                                                                                                                                     in
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     arbitral
                                                                                                                                                                                                                                     tribunal
                                                                                                                                                                                                                                     (the
                                                                                                                                                                                                                                     “Tribunal”).
                                                                                                                                                                                                                                     SDC
                                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                                     nominate
                                                                                                                                                                                                                                     one
                                                                                                                                                                                                                                      (1)
                                                                                                                                                                                                                                     arbitrator,
                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     Corning
                                                                                                                                                                                                                                     Parties
                                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                                     nominate
                                                                                                                                                                                                                                     one
                                                                                                                                                                                                                                     (1)
                                                                                                                                                                                                                                     arbitrator,
                                                                                                                                                                                                                                     in
                                                                                                                                                                                                                                     accordance
                                                                                                                                                                                                                                     with
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     ICC
                                                                                                                                                                                                                                     Rules.
                                                                                                                                                                                                                                     Such
                                                                                                                                                                                                                                     two
                                                                                                                                                                                                                                     (2)
                                                                                                                                                                                                                                     arbitrators
                                                                                                                                                                                                                                     nominated
                                                                                                                                                                                                                                     in
                                                                                                                                                                                                                                     accordance
                                                                                                                                                                                                                                     with
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     immediately
                                                                                                                                                                                                                                     preceding
                                                                                                                                                                                                                                     sentence
                                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                                     jointly
                                                                                                                                                                                                                                     nominate
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     third
                                                                                                                                                                                                                                     (3rd)
                                                                                                                                                                                                                                     arbitrator,
                                                                                                                                                                                                                                     who
                                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                                     serve
                                                                                                                                                                                                                                     as
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     Chair
                                                                                                                                                                                                                                     Person
                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     Tribunal,
                                                                                                                                                                                                                                     within
                                                                                                                                                                                                                                     forty-five
                                                                                                                                                                                                                                     (45)
                                                                                                                                                                                                                                     days
                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     confirmation
                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     nomination
                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     second
                                                                                                                                                                                                                                     arbitrator
                                                                                                                                                                                                                                     in
                                                                                                                                                                                                                                     accordance
                                                                                                                                                                                                                                     with
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     ICC
                                                                                                                                                                                                                                     Rules.
                                                                                                                                                                                                                                     If
                                                                                                                                                                                                                                     any
                                                                                                                                                                                                                                     arbitrator
                                                                                                                                                                                                                                     has
                                                                                                                                                                                                                                     not
                                                                                                                                                                                                                                     been
                                                                                                                                                                                                                                     nominated
                                                                                                                                                                                                                                     within
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     time
                                                                                                                                                                                                                                     limits
                                                                                                                                                                                                                                     specified
                                                                                                                                                                                                                                     herein,
                                                                                                                                                                                                                                     then
                                                                                                                                                                                                                                     such
                                                                                                                                                                                                                                     arbitrator
                                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                                     be
                                                                                                                                                                                                                                     appointed
                                                                                                                                                                                                                                     by
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     ICC
                                                                                                                                                                                                                                     in
                                                                                                                                                                                                                                     accordance
                                                                                                                                                                                                                                     with
                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                     ICC
                                                                                                                                                                                                                                     Rules.



 


		(c)	Language of the Arbitration. The arbitration proceedings shall be conducted
in and any award rendered by the Tribunal (the “Award”) shall be rendered in the English language.



 


		(d)	Place of Arbitration. The place of arbitration shall be Hong Kong.
The procedural Law of the arbitration shall be the Law of the State of New York, applicable to international arbitration as the
subject matter of this arbitration agreement relates to more than one country.



 


		(e)	Finality of Award.



 


		(i)	The Award shall be final and binding upon the Parties as from the date rendered,
and shall be the sole and exclusive remedy between the Parties regarding any Disputes submitted to the Tribunal. Judgment upon
any Award may be entered in any court having jurisdiction thereof.



 


		(ii)	The Parties waive any rights of application or appeal to any court or tribunal
of competent jurisdiction to the fullest extent permitted by Law in connection with any question of Law arising in the course of
arbitration or with respect to any Award made except for actions to



 

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enforce this arbitration agreement
or an arbitral Award and except for actions seeking interim or other provisional relief to prevent irreparable harm or in aid of
arbitration proceedings in any court of competent jurisdiction.


 


		(f)	Payment
                                                                                                                                                                      of
                                                                                                                                                                      the
                                                                                                                                                                      Award.
                                                                                                                                                                      Any
                                                                                                                                                                      monetary
                                                                                                                                                                      award
                                                                                                                                                                      shall
                                                                                                                                                                      be
                                                                                                                                                                      made
                                                                                                                                                                      and
                                                                                                                                                                      payable
                                                                                                                                                                      free
                                                                                                                                                                      of
                                                                                                                                                                      any
                                                                                                                                                                      tax,
                                                                                                                                                                      deduction
                                                                                                                                                                      or
                                                                                                                                                                      offset.
                                                                                                                                                                      Each
                                                                                                                                                                      Party
                                                                                                                                                                      against
                                                                                                                                                                      which
                                                                                                                                                                      the
                                                                                                                                                                      Award
                                                                                                                                                                      assesses
                                                                                                                                                                      a
                                                                                                                                                                      monetary
                                                                                                                                                                      obligation
                                                                                                                                                                      shall
                                                                                                                                                                      pay
                                                                                                                                                                      that
                                                                                                                                                                      obligation
                                                                                                                                                                      on
                                                                                                                                                                      or
                                                                                                                                                                      before
                                                                                                                                                                      the
                                                                                                                                                                      forty
                                                                                                                                                                      fifth
                                                                                                                                                                      (45th)
                                                                                                                                                                      day
                                                                                                                                                                      following
                                                                                                                                                                      the
                                                                                                                                                                      date
                                                                                                                                                                      of
                                                                                                                                                                      the
                                                                                                                                                                      Award
                                                                                                                                                                      or
                                                                                                                                                                      such
                                                                                                                                                                      other
                                                                                                                                                                      date
                                                                                                                                                                      as
                                                                                                                                                                      the
                                                                                                                                                                      Award
                                                                                                                                                                      may
                                                                                                                                                                      provide.
                                                                                                                                                                      The
                                                                                                                                                                      Tribunal
                                                                                                                                                                      shall
                                                                                                                                                                      have
                                                                                                                                                                      the
                                                                                                                                                                      authority
                                                                                                                                                                      to
                                                                                                                                                                      award
                                                                                                                                                                      any
                                                                                                                                                                      remedy
                                                                                                                                                                      or
                                                                                                                                                                      relief
                                                                                                                                                                      proposed
                                                                                                                                                                      by
                                                                                                                                                                      a
                                                                                                                                                                      Party
                                                                                                                                                                      in
                                                                                                                                                                      accordance
                                                                                                                                                                      with
                                                                                                                                                                      the
                                                                                                                                                                      terms
                                                                                                                                                                      of
                                                                                                                                                                      this
                                                                                                                                                                      Agreement,
                                                                                                                                                                      including
                                                                                                                                                                      a
                                                                                                                                                                      declaratory
                                                                                                                                                                      judgment,
                                                                                                                                                                      specific
                                                                                                                                                                      performance
                                                                                                                                                                      of
                                                                                                                                                                      any
                                                                                                                                                                      obligation
                                                                                                                                                                      created
                                                                                                                                                                      under
                                                                                                                                                                      this
                                                                                                                                                                      Agreement
                                                                                                                                                                      or
                                                                                                                                                                      the
                                                                                                                                                                      issuance
                                                                                                                                                                      of
                                                                                                                                                                      an
                                                                                                                                                                      injunction.



 


		(g)	Confidentiality of Arbitration. Once any Dispute has been submitted
to arbitration proceedings pursuant to this Section 11.10, such Dispute shall be resolved in a confidential manner. No Party
shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by another Party
in the arbitration proceedings or about the results of the proceeding except as may be required by a Governmental Authority or
as required in a court action in aid of arbitration or for enforcement of this arbitration agreement or an arbitral Award.



 


	11.11	Assignment and Successors. No Party may assign any of its rights
or delegate any of its obligations under this Agreement without the prior written consent of the other Parties, except that each
of Corning Buyer and SDC may assign its rights and obligations to any of its Affiliates without the consent of any other Party;
provided that no assignment or delegation shall relieve the assigning Party of its obligations hereunder or enlarge, alter
or change any obligation of any other Party hereto. Subject to the foregoing sentence, this Agreement will apply to, be binding
in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties.



 


	11.12	Parties in Interest. None of the provisions of this Agreement
is intended to provide any rights or remedies to any person other than the parties hereto and their respective successors and assigns
(if any).



 


	11.13	Notices. All notices, consents, waivers and other communications
required or permitted by this Agreement shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate
address by hand or by nationally recognized overnight courier service (costs prepaid), or (b) sent by facsimile with confirmation
of transmission by the transmitting equipment confirmed with a copy delivered as provided in clause (a), in each case to the following
addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other
address, facsimile number or person as a Party may designate by notice to the other parties):



 


	SDC:
	 
	95, Samsung 2-ro, Giheung-gu
	Yongin-si, Gyeonggi-do, the Republic of Korea
	Fax No.:	+82-31-209-2237
	Attention:	Senior Legal Counsel
	 	 
	with a mandatory copy to (which copy shall not constitute notice):
	 	 
	Paul Hastings LLP
	33/F West Tower, Mirae Asset Center1
	67, Suha-dong, Jung-gu
	Seoul, 100-210, the Republic of Korea
	Fax no.:	+82-2-6321-3902
	Attention:	Daniel Sae-Chin Kim



 





	The Corning Parties:
	 
	c/o Corning Incorporated
	One Riverfront Plaza
	Corning, New York 14831
	Fax no.:	+1-607-974-6686
	Attention:	Corporate Secretary
	 	 
	with a mandatory copy to (which copy shall not constitute notice):
	 
	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, New York 10019
	Fax No.:	+1-212-403-2000
	Attention:	Andrew R. Brownstein
	 	Ronald C. Chen



 






	SCP:
	 
	220 Yongdu-ri, Tangjeong-myeon
	Asan-si, Chungcheongnam-do, the Republic of Korea
	Fax no.:	+82-41-520-1080
	Attention:	Head of Legal Support Team



 





	SCG:
	 
	544 Myeongam-ri, Tangjeong-myeon
	Asan-si, Chungcheongnam-do, the Republic of Korea
	Fax no.:	+82-41-520-5429
	Attention:	Head of Support Team



 










	11.14	Construction; Usage.



 


		(a)	Interpretation. In this Agreement, unless a clear contrary intention
appears:



 


		(i)	the singular number includes the plural number and vice versa;



 


		(ii)	reference to any Person includes such Person’s successors and assigns
but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually;



 


		(iii)	reference to any gender includes each other gender;



 


		(iv)	reference to any agreement, document or instrument means such agreement, document
or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;



 


		(v)	reference to any law means such law as amended, modified, codified, replaced
or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and
reference to any section or other provision of any law means that provision of such law from time to time in effect and constituting
the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;



 


		(vi)	“hereunder,” “hereof,” “hereto,” and words
of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision
hereof;



 

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		(vii)	“including”
means including without limiting the generality of any description preceding such term;  and



 


		(viii)	references to documents, instruments or agreements shall be deemed to refer
as well to all addenda, exhibits, schedules or amendments thereto.



 


		(b)	Legal Representation of the Parties. This Agreement was negotiated
by the Parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this
Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.



 


		(c)	Headings. The headings contained in this Agreement are for the convenience
of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction
or interpretation of this Agreement.



 


		(d)	Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with Korean IFRS.



 


	11.15	Severability. If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.
Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.



 


	11.16	Schedules and Annexes. The Schedules and Annexes are hereby
incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.



 


	11.17	Guarantee of Performance. Corning shall guarantee and be responsible
for the performance obligations of Corning Buyer in this Agreement in the event that Corning Buyer fails to perform or pay any
such obligations; provided that in the event of any failure by Corning Buyer to perform or pay any such obligations, SDC
agrees that it will proceed first against Corning Buyer and use reasonable best efforts to pursue any claims against Corning Buyer
prior to proceeding against Corning under this Section 11.17.



 


		(a)	Without limiting any of the obligations and liabilities of Corning under this
Agreement, Corning hereby absolutely, irrevocably and unconditionally guarantees to SDC, the full and prompt payment, performance
and satisfaction of all of Corning Hungary’s and Corning Buyer’s obligations, duties, covenants, agreements, and liabilities
to SDC arising under this Agreement, whether such obligations, duties, covenants, agreements and liabilities of Corning Hungary
or Corning Buyer arise prior to, on or after the Closing Date (the “Guaranteed Obligations”).



 


		(b)	To the fullest extent permitted by applicable Law, the Guaranteed Obligations
of Corning hereunder shall remain fully effective without regard to, and shall not be affected, limited or impaired in any way
by: (i) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation, examinership or other like proceeding
(each, an “Insolvency Proceeding”) relating to the any of the Parties or any Affiliates thereof or any other
implied or express guaranty thereof; (ii) any action taken by any trustee or receiver, or by any court, in any Insolvency Proceeding,
whether or not Corning shall have had notice or knowledge of any Insolvency Proceeding; (iii) any assignment of this Agreement
by any party to any other party; (iv) any modification, alteration, amendment or addition of or to this Agreement; or (v) any defense
of Corning Hungary, Corning Buyer or any other Person or any circumstance whatsoever (with or without notice to or knowledge of
Corning) which may or might in any manner or to any extent vary the risks of Corning or might otherwise constitute a legal or equitable
discharge of a surety or a guarantor or otherwise.



 


	11.18	Bank of Korea Filing. The effectiveness of the Purchase and
Subscription Agreement shall be conditioned on the filing and acceptance of the Report of Acquisition of Overseas Securities with
the Bank of Korea under the Foreign Exchange Transaction Law of Korea with respect to the acquisition of the CPS by SDC.



 

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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed, as of the date first above written.


 


SAMSUNG DISPLAY CO., LTD.


 


	By:	/s/ Baik Kyu Song	 
	Name:	Baik Kyu Song	 
	Title:	Executive Vice President	 


 


[Framework Agreement Signature Page]


 

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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed, as of the date first above written.


 


CORNING INCORPORATED, solely
for purposes of Section 1.5, Section 6.1 and SECTION 11


 


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


 


CORNING LUXEMBOURG S.ÀR.L.


 


	By:	/s/ Bengt Elvinsson	 
	Name:	Bengt Elvinsson	 
	Title:	Category A Manager	 



 

	By:	/s/ Cornelia Mettlen	 
	Name:	Cornelia Mettlen	 
	Title:	Category B Manager	 



 

CORNING HUNGARY DATA SERVICES LIMITED LIABILITY COMPANY


 


	By:	/s/ Gillian Trbovic	 
	Name:	Gillian Trbovic	 
	Title:	Managing Director	 


 


CORNING HOLDING JAPAN G.K.


 


	By:	/s/ Stefan Becker	 
	Name:	Stefan Becker	 
	Title:	Executive Officer	 



 


[Framework Agreement Signature Page]


 


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	ANNEX
    1     	Certain Definitions


 


For purposes of the Agreement (including
this Annex 1):


 


“Accounting Firm”
shall mean PricewaterhouseCoopers LLC or such other accounting firm mutually selected by Corning Buyer and SDC.


 


“Actual
Entity Liquidation Cost” shall mean all out-of-pocket costs actually incurred in connection with the dissolution of the
PV Entity, including governmental charges incurred in the course of dissolution of the PV Entity; any Taxes payable in connection
with the dissolution of the PV Entity; legal, accounting and other out-of-pocket advisory fees reasonably necessary and incurred
for the dissolution of the PV Entity; provided that, if SCP does not initiate a dissolution of the PV Entity prior to the
date that is one (1) year after the date that the PV Business has been shut down  (the
“Dissolution Deadline”), then any Actual Entity Liquidation Costs incurred after the Dissolution Deadline shall
not be included in the calculation of Actual Shut Down Cost unless, prior to the Dissolution Deadline, Corning Buyer has requested
that SDC consent to the delay of the dissolution of the PV Entity beyond the Dissolution Deadline (which consent shall not be unreasonably
withheld or delayed) and SDC has consented to such delay, in which event any Actual Entity Liquidation Costs incurred after the
Dissolution Deadline shall be included in the calculation of Actual Shut Down Cost. If SCP has initiated a dissolution of the PV
Entity, then SCP will thereafter use its reasonable best efforts to complete that liquidation, unless otherwise agreed with SDC.


 


“Actual Post-Operation
Cost” shall mean, to the extent the Actual Entity has permanently ceased all operations for the production and sale of
goods of the PV Business, all costs actually incurred by the PV Entity after such production and sales operation stoppage until
the completion of the shutdown of the PV Business. For the avoidance of doubt, Actual Post-Operation Cost shall not include any
cost incurred in the operations for the production and sale of goods of the PV Business.


 


“Actual Shut Down Cost”
shall mean the Actual Entity Liquidation Cost, Actual Post-Operation Cost and all costs actually incurred by the PV Entity in connection
with the shutdown of the PV Business, including costs incurred in connection with the disposition of the assets of the PV Business;
reasonable termination benefits to employees of the PV Business; any Taxes payable in connection with the shutdown of the PV Business
and disposition of any assets, as adjusted down to reflect any Actual Tax Benefit Realized and any proceeds from the disposition
of the assets of the PV Business. For the avoidance of doubt, Actual Shut Down Cost shall not include any costs incurred in the
operations for the production and sale of goods of the PV Business and any Indebtedness to the extent deducted from 2014 Dividend
Base.


 


“Actual Shut Down Cost
Statement” shall have the meaning given to it in Section 5.1(b).


 


“Actual Tax Benefit Realized”
shall mean any Tax benefit actually realized in cash in Korea by SCP as a result of the shutdown of the PV Business and the liquidation
and dissolution of the PV Entity and related asset dispositions and actions.


 


“Additional CPS”
shall mean shares of CPS in an amount of US$400,000,000, to be issued by Corning and subscribed by SDC pursuant to the Purchase
and Subscription Agreement.


 


“Affiliate” shall
mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first-mentioned Person; provided, however, that for purposes
of this definition, none of SDC or its Subsidiaries or Corning or its Subsidiaries shall be deemed to be an Affiliate of SCP or
its Subsidiaries, or vice versa.


 


“Agreement” shall
have the meaning given to it in the first paragraph.


 


“Agreement Date”
shall have the meaning given to it in the first paragraph.


 


“Ancillary Agreements”
shall mean the Repurchase Agreement, the Purchase and Subscription Agreement, the Services Agreement, the Confidentiality Agreement,
the Shareholder Agreement, the Standstill Agreement, the Employee Matters Agreement and the Long-Term Supply Agreement Amendment.


 


“Annual Business Plan”
shall mean the business plan of SCP established in the spring of each year.


 


“Annual Projection Adjustment
Amount” shall have the meaning given to it in Section 10.5.


 


“Annual Projection Adjustment
Statement” shall have the meaning given to it in Section 10.5.


 


“Authorized
Preferred Stock” shall have the meaning given to it  in
Section 6.1(f).


 


“Award” shall
have the meaning given to it in Section 11.10(c).


 


“Basket” shall
have the meaning given to it in Section 9.5(c).


 


“Benefit Plan”
shall mean any benefit plan, program, policy, practice, or other arrangement or agreement providing compensation or benefits to
any current or former employee, officer or director of SCP or any of its Affiliates, or any beneficiary or dependent thereof that
is sponsored or maintained by SCP or any of its Subsidiaries, or to which SCP or any of its Subsidiaries, contributes or is obligated
to contribute, whether or not written, including any welfare benefit plan or pension benefit plan and any bonus, incentive, deferred
compensation, vacation, stock purchase, stock option, equity, severance, employment, change of control or fringe benefit plan,
program, policy or agreement.


 


“Business” shall
mean SCP’s and its Subsidiaries’ business and operations, as conducted by SCP and its Subsidiaries as of the Agreement
Date, including the manufacture and supply of glass substrates for active matrix liquid crystal displays.


 


“Business Day”
shall mean any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of New York,
New York or Seoul, the Republic of Korea.


 


“Capital Stock”
shall mean, with respect to any corporation or entity, any and all shares, interests, rights to purchase (other than convertible
or exchangeable indebtedness that is not itself otherwise Capital Stock), warrants, options, participations or other equivalents
of or interests (however designated) in stock issued by that corporation or entity.


 


“Cash” shall
mean cash and cash equivalents.


 


“Cash and Semi-cash Items”
shall mean the amounts under the accounts classified as “Cash & Semi-cash Items” under the “List of Specific
COA (Chart of Account) of SCP” set forth in Annex 4-A as of the applicable date, on a consolidated basis and determined
in accordance with Korean IFRS.


 


“Claim” shall
have the meaning given to it in Section 9.3(a).


 


“Closing” shall
mean the closing of repurchase of the Subject SCP Shares under the Repurchase Agreement and the closing of the purchase of the
Subject CPS Shares and the subscription to the Additional CPS under the Purchase and Subscription Agreement.


 


“Closing Date”
shall have the meaning given to it in Section 2.2.


 


“Commercial Adjustment
Statement” shall have the meaning given to it in Section 10.6.


 


“Commercial Adjustment
Statements” shall have the meaning given to it in Section 10.6.


 


“Commercial Indemnities”
shall have the meaning given to it in Section 10.3.


 


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“Commercial Projection
Indemnities” shall have the meaning given to it in Section 10.2.


 


“Commission”
shall have the meaning given to it in Section 6.1(g).


 


“Confidential Information”
shall mean any nonpublic information about a Party and/or its Affiliates acquired in the course of the negotiations and implementation
of the transactions contemplated by this Agreement and the other Transaction Documents including the terms and conditions of this
Agreement and the other Transaction Documents. Confidential Information does not include, and there shall be no obligation hereunder
with respect to, information that (i) is generally available to the public prior to the Agreement Date, (ii) becomes generally
available to the public other than as a result of a disclosure not otherwise permissible hereunder or under any other confidentiality
obligation, (iii) was within the recipient Party’s possession or developed by the recipient Party prior to it being furnished
to the recipient by or on behalf of the disclosing Party pursuant hereto, (iv) becomes available to the recipient Party on a non-confidential
basis from a source other than by or on behalf of the disclosing Party, or (v) was developed independently by the recipient Party
or its employees without use or reference to any disclosing Party’s Confidential Information.


 


“Confidentiality
Agreement” shall have the meaning given to it  in
Section 5.13.


 


“Consents” shall
have the meaning given to it in Section 6.2(c).


 


“Contract” shall
mean any agreement, contract, lease, power of attorney, note, loan, evidence of indebtedness, purchase order, letter of credit,
settlement agreement, franchise agreement, undertaking, covenant not to compete, employment agreement, license, instrument, obligation,
commitment, understanding, policy, purchase and sales order, quotation and other executory commitment to which any Person is a
party or to which any of the assets of such Person are subject, whether oral or written, express or implied.


 


“Corning” shall
have the meaning given to it in the first paragraph.


 


“Corning Buyer”
shall have the meaning given to it in the first paragraph.


 


“Corning Cap Deficiency
Adjustment Amount” shall mean the following: upon the final determination of the Total Projection Adjustment Amount,
if there is an upward adjustment to the Indemnity Cap, and if the total amount of indemnification liabilities under Section
9.2(b)(i) for breach of representations and warranties under Sections 6.1(f), 6.1(g) or 6.1(h), as finally
determined, has already exceeded the pre-adjustment Indemnity Cap of US$100,000,000 and hence the actual payment for such liabilities
made by Corning Buyer was limited at US$100,000,000 (such total accumulated amount, the “Corning Reserved Indemnity Amount”),
(i) if the post-adjustment Indemnity Cap is greater than the Corning Reserved Indemnity Amount, the excess of the Corning Reserved
Indemnity Amount over US$100,000,000, and (ii) if the post-adjustment Indemnity Cap is equal to or less than the Corning Reserved
Indemnity Amount, the excess of the post-adjustment Indemnity Cap over US$100,000,000.


 


“Corning
Cap Excess Adjustment Amount” shall mean the following: upon the final determination of the Total Projection Adjustment
Amount, if there is a downward adjustment to the Indemnity Cap, to the extent the total amount of indemnification liabilities under
Section 9.2(b)(i) for breach of representations and warranties under Sections 6.1(f), 6.1(g) or 6.1(h),
as finally determined and actually paid out by Corning by then  (the
“Corning Paid-out Indemnity Amount”), exceeds the post-adjustment Indemnity Cap, the excess of the Corning Paid-out
Indemnity Amount over such adjusted Indemnity Cap.


 


“Corning Certificate of
Amendment” shall have the meaning given to it in Section 1.5.


 


“Corning Commercial Projection
Representation” shall mean those representations and warranties given by Corning under Section 6.1(i).


 


“Corning Commercial Projection
Representation Indemnity” shall have the meaning given to it in Section 10.2.


 


“Corning Common Stock”
shall have the meaning given to it in Section 6.1(f).


 


“Corning
Financial Statements” shall have the meaning given to it  in
Section 6.1(g).


 


“Corning Hungary”
shall have the meaning given to it in the first paragraph.


 


“Corning
Indemnified Parties” shall have the meaning given to it  in
Section 9.2(a).


 


“Corning
Indemnified Party” shall have the meaning given to it  in
Section 9.2(a).


 


“Corning Japan”
shall have the meaning given to it in the first paragraph.


 


“Corning Material Adverse
Effect” shall mean any fact, change, event, effect, occurrence or circumstance that, individually or in the aggregate,
has had a material adverse effect on Corning and its Subsidiaries, taken as a whole; provided that in no event shall any of the
following facts, changes, events, effects, occurrences or circumstances, alone or in combination, arising out of, relating to or
resulting from any of the following, be deemed to constitute, or be taken into account in determining whether there has occurred
a Corning Material Adverse Effect: (i) the failure of Corning to meet historic, budgeted or forecasted revenue levels, earnings
or other financial metrics or any public estimates of such metrics (provided that this clause (i) shall not prevent a determination
that any change or effect underlying such failure to meet forecasts or projections has resulted in a Corning Material Adverse Effect
(to the extent such change or effect is not otherwise excluded from this definition of Corning Material Adverse Effect)), (ii)
the trading price or trading volume of the common stock of Corning, (iii) changes in general local, domestic, foreign, or international
economic conditions, including changes affecting the financial, credit or securities markets, (iv) changes affecting generally
the industries or markets in which Corning operates or conducts the business of Corning and its Subsidiaries, (v) loss of or any
other change in the relationships with employees (including any strikes and other labor dispute), suppliers or customers (including
customer orders or contracts) resulting from the announcement or pendency of the transactions contemplated by this Agreement, (vi)
changes arising out of acts of war, sabotage or terrorism, military actions or the escalation thereof or political or regulatory
conditions, (vii) changes arising out of weather conditions or other force majeure events, (viii) changes in applicable laws or
accounting rules or principals, including changes in the U.S. GAAP, or (ix) the taking of or failure to take any action expressly
required to be taken or not taken by this Agreement.


 


“Corning Paid-out Indemnity
Amount” shall have the meaning given to it in the definition of Corning Cap Excess Adjustment Amount.


 


“Corning Parties”
shall have the meaning given to it in the first paragraph.


 


“Corning Reserved Indemnity
Amount” shall have the meaning given to it in the definition of Corning Cap Deficiency Adjustment Amount.


 


“Corning SEC Documents”
shall have the meaning given to it in Section 6.1(g).


 


“Corning Secondee”
shall have the meaning given to it in Section 5.7(b).


 


“Corsam” shall
have the meaning given to it in the recitals.


 


“Corsam
Framework Agreement” shall have the meaning given to  it
Section 5.3.


 


“CPS” shall have
the meaning given to it in Section 1.5.


 


“Dispute Notice”
shall have the meaning given to it in Section 9.3(a).


 


“Disputed Commercial Adjustment
Item” shall have the meaning given to it in Section 10.7.


 


“Disputed Cost Item”
shall have the meaning given to it in Section 5.1(b).

 

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“Disputed Working Capital
Item” shall have the meaning given to it in Section 4.1(a).


 


“Disputes” shall
have the meaning given to it in Section 11.10(a).


 


“Dissolution Deadline”
shall have the meaning given to it in the definition of the Actual Entity Liquidation Cost.


 


“Dividend Adjustment Ratio”
shall mean a quotient obtained by dividing (a) the number of outstanding shares of common stock of SCP immediately after the New
SCP Subscription by (b) the number of outstanding shares of common stock of SCP immediately prior to the New SCP Subscription.


 


“Employee Plan”
shall have the meaning given to it in Schedule 5.2.


 


“Employee Matters Agreement”
shall have the meaning given to it in Schedule 5.2.


 


“Estimated Year-End Net
Working Capital” shall mean, as of December 31, 2013, an amount reflecting the estimated net working capital of SCP determined
as follows and as further illustrated on Annex 4-B: (a) (estimated) account receivables reflecting 60 days of average daily
sales during the year ended December 31, 2013, plus (b) (estimated) inventories representing an on-hand amount equal to 58 days
of average daily cost of goods sold during the year ended December 31, 2013, less (c) (estimated) account payables reflecting four
days of average daily cost of goods sold during the year ended December 31, 2013. The amounts of “sales” and “cost
of goods sold” shall be the amounts under the accounts classified as “Sales” and “Cost of Goods Sold”,
respectively, under the “List of Specific COA (Chart of Account) of SCP” set forth in Annex 4-A, each on a standalone
basis and determined in accordance with Korean IFRS.


 


In case the “Target Business”
(as described in Schedule 2) is transferred out of SCP prior to December 31, 2013, “Sales” and “Cost of
Goods Sold” attributable to such Target Business shall be included in calculating the Estimated Year-End Net Working Capital
to facilitate comparison of net working capital before and after transaction.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated
thereunder.


 


“Excluded Taxes”
shall mean any liability, whether or not accrued, assessed or currently due and payable, without duplication, for (i) any Taxes
imposed on or payable by or with respect to SCP or any of its Subsidiaries for a Pre-Year-End Period (except to the extent such
Taxes are reflected or reserved in the 2013 Balance Sheet, and for the avoidance of doubt, excluding any withholding Taxes on dividends
paid or payable by SCP to the Corning Parties), (ii) any Taxes for which SCP or any of its Subsidiaries may be liable as a result
of having been a member prior to the Closing of any consolidated, combined, unitary, affiliated, loss sharing or similar Tax group
(other than a consolidated group of which Corning is the parent), as a transferee or successor, by contract or otherwise, (iii)
any liability or obligation of SCP or any of its Subsidiaries to indemnify any other Person in respect of or relating to Taxes
or to pay an amount pursuant to any Tax sharing, allocation, indemnity or similar agreement or arrangement entered into prior to
December 31, 2013, and (iv) any Taxes imposed on SCP or any of its Subsidiaries or for which SCP or any of its Subsidiaries may
otherwise be liable in connection with the transactions contemplated by this Agreement (other than any such Taxes taken into account
in determining the Net NOA Proceeds or specifically dealt with otherwise in this Agreement (e.g., Transfer Taxes)).


 


“Existing Shareholders
Agreement” shall mean the Shareholders Agreement, by and between Corning International Corporation, Bokwang Company,
Ltd., and Samsung Corning Company, Ltd., dated as of February 9, 1995, and amended as of January 1, 2003.


 


“Final
Adjustment Amount” shall have the meaning given to it  in
Section 10.11(b).


 


“Final Commercial Adjustment
Statement” shall have the meaning given to it in Section 10.6.


 


“Governmental Authority”
shall mean any federal, state, local or other governmental authority or regulatory body, or political subdivision thereof, within
the United States, the Republic of Korea, or any other applicable jurisdiction, foreign or domestic, or any agency, division, ministry,
instrumentality or authority thereof, any multinational, supra-national or quasi-governmental entity, body or authority, any self-regulatory
organization (including any securities exchange) or any court or arbitrator (public or private).


 


“Governmental Order”
shall mean any Law, order, regulation, ruling, writ, judgment, injunction, decree, stipulation, determination or award, whether
temporary, preliminary or permanent enacted, issued, promulgated, enforced or entered by or with any Governmental Authority.


 


“Guaranteed Obligations”
shall have the meaning given to it in Section 11.17(a).


 


“HR TFT” shall
have the meaning given to it in Schedule 5.2.


 


“ICC” shall have
the meaning given to it in Section 11.10(a).


 


“ICC Rules” shall
have the meaning given to it in Section 11.10(a).


 


“iMarket Value”
shall mean the value of the common shares of iMarketKorea Inc. owned by SCP as of October 16, 2013, based on a 1-month volume weighted
average price (as calculated by Bloomberg LLP in U.S. Dollars) as of October 16, 2013 (i.e., calculation period being from
September 17, 2013 (inclusive) to October 16, 2013 (inclusive)).


 


“Indebtedness”
shall mean, in each case excluding the proceeds from the SCP Lending Transaction, the amounts under the accounts classified as
“Indebtedness” under the “List of Specific COA (Chart of Account) of SCP” set forth in Annex 4-A
as of the applicable date, on a consolidated basis and determined in accordance with Korean IFRS.


 


“Indemnified Party”
shall have the meaning given to it in Section 9.3(a).


 


“Indemnifying Party”
shall have the meaning given to it in Section 9.3(a).


 


“Indemnity Cap”
shall mean 5.263% of the following:


 


	(a)	US$1,900,000,000; as adjusted by
	 	 
	(b)	42.54% of the Total Projection Adjustment Amount (i.e., if such value is a positive figure, increased by 42.54% of the Total Projection Adjustment Amount, and if such value is a negative figure, decreased by 42.54% of the absolute value of the Total Projection Adjustment Amount).
	 	 
	 	By way of illustration, if 42.54% of the Total Projection Adjustment Amount is US$0.00, the Indemnity Cap shall be US$100,000,000.


 


“Inheritance and Gift Tax
Law” shall mean the Inheritance and Gift Tax Law of the Republic of Korea.


 


“Insolvency Proceeding”
shall have the meaning given to it in Section 11.17(b).


 


“Intercompany Arrangements”
shall mean all transactions exceeding a value of five billion Korean Won (KRW5,000,000,000) individually for any trailing twelve
(12)-month period and all Contracts between or among (i) SDC, SEC or any of their Affiliates, on the one hand, and (ii) SCP or
any of its Affiliates, on the other hand.


 


“Interim Shut Down Cost”
shall have the meaning given to it in Section 5.1(f).


 


“Interim Shut Down Cost
Statement” shall have the meaning given to it in Section 5.1(f).


 


“Korean IFRS”
shall mean the International Financial Reporting Standards, as adopted in the Republic of Korea.


 


“Korean Won”
or “KRW” shall mean the Korean Won, currency of the Republic of Korea.


 


“Law” shall mean
any applicable federal, state, local or foreign law, statute, constitution, rule, regulation, code, policy, guideline, directive,
decision,

 

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or Governmental Order promulgated, adopted, enacted, implemented, issued or otherwise put into effect by or under authority
of any applicable Governmental Authority.


 


“Liabilities”
shall mean any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement
(or claims or contingencies that have not yet become liabilities) of or by any Person of any type, whether accrued, absolute, contingent,
matured, unmatured, liquidated, unliquidated, known or unknown, or whether due or to become due, including any fines, penalties,
judgments, awards or settlements respecting any judicial, administrative or arbitration proceedings or other actions or any damages,
losses, claims or demands with respect to any Law.


 


“Liens” shall
mean any lien, pledge, encumbrance, mortgage, security interest, option, restriction, reversionary interest, right of first refusal,
voting trust arrangement, preemptive rights or any other adverse claim or right.


 


“Long-Term Supply Agreement
Amendment” shall mean an amendment to the Agreement on LCD Glass Pricing, effective as of January 1, 2014, by and among
SDC, Corning Hungary and Corning, relating to the supply and pricing of LCD glass by SCP to SDC for use by SDC in liquid crystal
displays.


 


“Losses” shall
have the meaning given to it in Section 9.2(a).


 


“Minority Purchase”
shall have the meaning given to it in the recitals.


 


“Minority Shares”
shall have the meaning given to it in the recitals.


 


“Minority Shareholders”
shall have the meaning given to it in the recitals.


 


“New Corsam”
shall have the meaning given to it in the recitals.


 


“New Subscription Amount”
shall have the meaning given to it in Section 1.3.


 


“New
SCP Subscription Shares” shall have the meaning given to it  in
Section 1.3.


 


“New SCP Subscription Transaction”
shall have the meaning given to it in Section 1.3.


 


“Net NOA Proceeds”
shall have the meaning given to it in Section 1.6(b).


 


“NOA Assets”
shall have the meaning given to it in Section 1.6(a).


 


“NOA Indebtedness”
shall mean any portion of Indebtedness or accounts payable incurred solely for the acquisition, construction or modification of
the applicable NOA Asset which remain on the balance sheet of SCP as of the applicable NOA Transfer, provided, however,
that no such Indebtedness or accounts payable shall include items and amounts, which are reflected in the Year-End Working Capital
Statement and included in the calculation for the working capital adjustment pursuant to Section 4.1 or any Indebtedness
already reflected in and deducted from the 2014 Dividend Base.


 


“NOA Payment”
shall have the meaning given to it in Section 1.6(e).


 


“NOA Tax Amount”
shall mean amount of corporate tax liability (positive or negative) attributable to the gains or losses of SCP resulting from the
applicable NOA Transfer (statutory corporate tax rate of 24.2% to be applied to such gain or loss).


 


“NOA Transfers”
shall have the meaning given to it in Section 1.6(a).


 


“Non-Competition Restricted
Period” shall have the meaning given to it in Section 5.9(a).


 


“Non-Solicit Targets”
shall have the meaning given to it in Schedule 5.9(a).


 


“Non-Solicitation
Restricted Period” shall have the meaning given to  it
in Schedule 5.9(a).


 


“Notice” shall
have the meaning given to it in Section 9.3(a).


 


“Notice of Commercial Adjustment
Disagreement” shall have the meaning given to it in Section 10.7.


 


“Notice of Cost Disagreement”
shall have the meaning given to it in Section 5.1(b).


 


“Notice of Projection Adjustment
Disagreement” shall have the meaning given to it in Section 10.7.


 


“Notice of Working Capital
Disagreement” shall have the meaning given to it in Section 4.1(a).


 


“Parties” shall
have the meaning given to it in the first paragraph.


 


“Party” shall
have the meaning given to it in the first paragraph.


 


“Paying Party”
shall have the meaning given to it in Section 9.7(d).


 


“Person” shall
mean an individual, partnership, limited liability partnership, corporation, limited liability company, association, joint stock
company, trust, estate, joint venture, unincorporated organization, Governmental Authority or any other entity.


 


“Precious Metal”
shall mean the alloy of platinum, rhodium and other metal used in the melting furnaces (tanks) of SCP.


 


“Proceedings”
shall mean governmental, judicial or adversarial proceedings (public or private), litigation, suits, arbitration, disputes, claims,
causes of action or investigations.


 


“Pre-Year-End Period”
shall mean any taxable period (or portion thereof) of SCP or its Subsidiaries ending on or before December 31, 2013.


 


“Projection Adjustment
Input Items” shall have the meaning given to it in Annex 5-C.


 


“Projection Adjustment
Model” shall mean the Projection Adjustment Model described in Section 10.5 and attached hereto as Annex 5-A
..


 


“Property Taxes”
shall mean real, personal and intangible ad valorem property Taxes.


 


“Purchase and Subscription
Agreement” shall have the meaning given to it in the recitals.


 


“PV Business”
shall have the meaning given to it in Section 5.1.


 


“PV Entity” shall
mean Samsung Corning Precision Materials (Malaysia).


 


“Receiving Party”
shall have the meaning given to it in Section 9.7(d).


 


“Representative”
shall mean, with respect to any Person, any director, officer, employee, member, partner, stockholder, agent, attorney, accountant,
advisor, agent, consultant or other representative of such Person.


 


“Repurchase Agreement”
shall have the meaning given to it in the recitals.


 


“Repurchase Price”
shall mean the sum of (i) one billion nine hundred million U.S. Dollars (US$1,900,000,000), plus (ii) 42.54% of the iMarket Value.


 


“Restraint” shall
have the meaning given to it in Section 7.1(a).


 


“Restricted Business”
shall have the meaning given to it in Section 5.9(a).


 


“Samsung Names and Marks”
shall have the meaning given to it in Section 5.10.


 


“SCG” shall have
the meaning given to it in the first paragraph.


 


“SCG Joinder Agreement”
shall mean the SCG Joinder Agreement, in substantially the same form attached hereto as Annex 6.


 


“SCP” shall have
the meaning given to it in the first paragraph.


 


“SCP Joinder Agreement”
shall mean the SCP Joinder Agreement, in substantially the same form attached hereto as Annex 7.


 


“SCP Lending Transaction”
shall have the meaning given to it in Section 5.11.


 


“SCP Loan” shall
have the meaning given to it in Section 5.11.


 

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“SCP Shares”
shall have the meaning given to it in the recitals.


 


“SDC” shall have
the meaning given to it in the first paragraph.


 


“SDC Cap Deficiency Adjustment
Amount” shall mean the following: upon the final determination of the Total Projection Adjustment Amount, if there is
an upward adjustment to the Indemnity Cap, and if the total amount of indemnification liabilities under Section 9.2(a)(i)
for breach of representations and warranties under Section 6.2(e) or Section 6.2(g) and under Section 9.2(a)(ii),
as finally determined, has already exceeded the pre-adjustment Indemnity Cap of US$100,000,000 and hence the actual payment for
such liabilities made by SDC was limited at US$100,000,000 (such total accumulated amount, the “SDC Reserved Indemnity
Amount”), (i) if the post-adjustment Indemnity Cap is greater than the SDC Reserved Indemnity Amount, the excess of the
SDC Reserved Indemnity Amount over US$100,000,000, and (ii) if the post-adjustment Indemnity Cap is equal to or less than the SDC
Reserved Indemnity Amount, the excess of the post-adjustment Indemnity Cap over US$100,000,000.


 


“SDC Cap Excess Adjustment
Amount” shall mean the following: upon the final determination of the Total Projection Adjustment Amount, if there
is a downward adjustment to the Indemnity Cap, to the extent the total amount of indemnification liabilities under Section 9.2(a)(i)
for breach of representations and warranties under Section 6.2(e) or Section 6.2(g) and under Section 9.2(a)(ii),
as finally determined and actually paid out by SDC by then (the “SDC Paid-out Indemnity Amount”), exceeds the
post-adjustment Indemnity Cap, the excess of the SDC Paid-out Indemnity Amount over such adjusted Indemnity Cap.


 


“SDC Commercial Projection
Representation” shall mean those representations and warranties given by SDC under Section 6.2(h).


 


“SDC Commercial Projection
Representation Indemnity” shall have the meaning given to it in Section 10.1.


 


“SDC Employees”
shall have the meaning given to it in Schedule 5.2.


 


“SDC Indemnified Parties”
shall have the meaning given to it in Section 9.2(b).


 


“SDC Indemnified Party”
shall have the meaning given to it in Section 9.2(b).


 


“SDC Paid-out Indemnity
Amount” shall have the meaning given to it in the definition of SDC Cap Excess Adjustment Amount.


 


“SDC Reserved Indemnity
Amount” shall have the meaning given to it in the definition of SDC Cap Deficiency Adjustment Amount.


 


“SEC” shall have
the meaning given to it in the recitals.


 


“Securities Act”
shall have the meaning given to it in Section 6.2(f).


 


“Semi-cash Items”
shall mean Cash and Semi-cash Items less Cash.


 


“Services Agreement”
shall have the meaning given to it in Section 2.3.


 


“Shareholder Agreement”
shall have the meaning given to it in the recitals.


 


“Standstill Agreement”
shall have the meaning given to it in the recitals.


 


“Subject CPS Shares”
shall have the meaning given to it in Section 1.5.


 


“Subject Employees”
shall have the meaning given to it in Schedule 5.2.


 


“Subject SCP Shares”
shall have the meaning given to it in the recitals.


 


“Subsidiary”
shall mean, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which
(i) such party or any other Subsidiary of such party is a general partner or managing member or (ii) more than 50% of the securities
or other equity interests having by their terms voting power to elect a majority of the board of directors or others performing
similar functions with respect to such corporation or other organization that are, directly or indirectly, owned or controlled
by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries; provided,
however, that for purposes of this definition, none of SCP or its Subsidiaries shall be deemed to be a Subsidiary of SDC
or its Subsidiaries or Corning or its Subsidiaries.


 


“Tax Proceeding”
shall have the meaning given to it in Section 9.7(a).


 


“Tax Return”
shall mean any report, return (including any information return), claim for refund, election, estimated Tax filing or payment,
request for extension, document, declaration or other information or filing supplied or required to be supplied to any Governmental
Authority with respect to Taxes, including attachments thereto and amendments thereof.


 


“Taxes” shall
mean any and all taxes, charges, fees, levies, tariffs, duties, Liabilities, impositions or other assessments in the nature of
a tax (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed
by any Governmental Authority, including, without limitation, net income, gross receipts, profits, excise, windfall or excess profits,
alternative, real or personal property, environmental, sales, use, value-added, ad valorem, withholding, social security (or similar),
retirement, employment, unemployment, workers’ compensation, occupation, service, license, net worth, capital stock, payroll,
franchise, gains, stamp, transfer and recording taxes.


 


“Taxing Authority”
shall mean any Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax.


 


“Third Party Claim”
shall have the meaning given to it in Section 9.4(a).


 


“Threshold Amount”
shall have the meaning set forth in Section 9.5(c).


 


“Total Projection Adjustment
Amount” shall have the meaning given to it in Section 10.6.


 


“Transaction Documents”
shall mean, collectively, this Agreement and the Ancillary Agreements.


 


“Transfer Taxes”
shall have the meaning given to it in Section 9.7(c).


 


“Tribunal” shall
have the meaning given to it in Section 11.10(b).


 


“U.S. Dollar”
or “US$” shall mean the U.S. Dollar, the currency of the United States of America.


 


“Volume Price Adjustment
Amount” shall have the meaning given to it in Section 10.3 and Annex 5-C.


 


“Volume Price Indemnity”
shall have the meaning given to it in Section 10.3.


 


“Withholding Decision”
shall have the meaning given to it in Section 9.7(d).


 


“Withholding Tax Claim”
shall have the meaning given to it in Section 9.7(e).


 


“Year-End Net Working Capital”
shall mean, as of December 31, 2013, the sum of SCP’s account receivables and inventories less account payables, such amounts
to be the amounts under the accounts classified as “Account Receivables”, “Inventories”, and “Account
Payables”, respectively, under the “List of Specific COA (Chart of Account) of SCP” set forth in Annex 4-A,
each on a standalone basis and determined in accordance with Korean IFRS, as further illustrated on Annex 4-B .


 


In case the “Target Business”
(as described in Schedule 2) is transferred out of SCP prior to December 31, 2013, “Account Receivables”, “Inventories”,
and “Account Payables” attributable to such Target Business shall be included in calculating the Year-End Net Working
Capital to facilitate comparison of net working capital before and after the transaction.


 


“Year-End Working Capital
Statement” shall have the meaning given to it in Section 4.1(a).


 


“2013 Balance Sheet”
shall have the meaning given to it in Section 5.15.


 


“2013 Dividend”
shall have the meaning given to it in Section 1.4(a).


 


“2013 Dividend Base”
shall mean six hundred fifty-four million U.S. Dollars (US$654,000,000).


 

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“2013
Dividend Distribution Date” shall have the meaning given to it  in
Section 1.4(a).


 


“2014 Dividend” shall
have the meaning given to it in Section 3.1(a).


 


“2014 Dividend Base”
shall mean all Cash and Semi-cash Items, less all Indebtedness, of SCP as of December 31, 2013, as may be adjusted by the 2014
Dividend Base Adjustment, less an amount equal to the New Subscription Amount, and less the amounts received by SCP as a result
of the SCP Lending Transaction; provided that, for the avoidance of doubt, to prevent double-counting, the 2014 Dividend
Base shall exclude amounts under any accounts included in the calculation of the Year-End Net Working Capital.


 


“2014 Dividend Base Adjustment”
shall mean the adjustments to the 2014 Dividend Base pursuant to the 2014 Dividend Base NOA Adjustment and the 2014 Dividend Base
Working Capital Adjustment.


 


“2014 Dividend Base NOA
Adjustment” shall have the meaning given to it in Section 1.6(d).


 


“2014 Dividend Base Working
Capital Adjustment” shall mean the meaning given to it in Section 4.1(f).


 


“2014
Dividend Cut-off Date” shall have the meaning given to it  in
Section 3.1(b).

 

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	ANNEX 4     	Form of Corning Certificate of Amendment




 


New
York State Department of State

 Division of Corporations,
State Records and Uniform Commercial Code

One Commerce Plaza, 99 Washington Avenue

Albany, NY 12231

www.dos.state.ny.us


 


CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

CORNING INCORPORATED


 


Under Section 805 of the Business
Corporation Law


 


We, the undersigned, [•] and [•],
being, respectively, the [•] and [•] of Corning Incorporated, a corporation organized under the laws of the State of
New York (the “Corporation”), hereby certify:


 


FIRST: The name of the Corporation is Corning
Incorporated. The Corporation was formed under the name Corning Glass Works.


 


SECOND: The Certificate of Incorporation
of the Corporation (being the Preliminary Certificate of Consolidation Forming the Corporation) was filed in the Office of the
Secretary of State of the State of New York on December 24, 1936 (such certificate of incorporation, as amended and restated
and in effect thereafter, the “Certificate of Incorporation”).


 


THIRD: The Certificate of Incorporation is
hereby amended pursuant to Sections 502(c), 502(d) and 805 of the Business Corporation Law by the addition of the following
provisions, stating the number, designation, relative rights, preferences and limitations of a series of preferred stock being
designated as “Fixed Rate Cumulative Convertible Preferred Stock, Series A”, par value $100 per share, as fixed by
the Board of Directors of the Corporation before the issuance of such shares, such provisions so added to be designated as paragraph
4(h) of the Certificate of Incorporation and to read as follows:


 


4(h) Fixed Rate Cumulative Convertible
Preferred Stock, Series A


 


		(1)	Designation and Amount. The shares of this series of preferred stock shall be designated
as “Fixed Rate Cumulative Convertible Preferred Stock, Series A” (the “Series A Preferred Stock”)
and the number of authorized shares constituting such series shall be 3,100 with a par value of $100 per share.



 


		(2)	Ranking.



 


		(a)	The Series A Preferred Stock shall rank, as to payment of dividends and distribution of assets
upon any Liquidation Event, senior to the Common Stock and any other classes or series of equity securities of the Corporation,
unless the terms of such securities expressly provide that such securities rank on parity with the Series A Preferred Stock.



 


		(b)	The Corporation will not amend any of the provisions of the Corporation’s Certificate of
Incorporation, as amended and restated, so as to affect adversely the powers, preferences, privileges or rights of the Holders
of the Series A Preferred Stock; provided, however, that the amendment of the Certificate of Incorporation
so as to authorize or create, or to increase the authorized amount of, (i) any class or series of stock that does not rank
senior to the Series A Preferred Stock in either the payment of dividends or in the distribution of assets in the case of a Liquidation
Event or (ii) any securities (other than capital stock of the Corporation) convertible into any class or series of stock that
does not rank senior to the Series A Preferred Stock in either the payment of dividends or in the distribution of assets in the
case of a Liquidation Event shall not be deemed to affect adversely the voting powers, preferences, privileges or rights of the
Holders of the Series A Preferred Stock.



 


		(c)	The Corporation will not (i) issue, authorize or increase the authorized amount of, or issue
or authorize any obligation or security convertible into or evidencing a right to purchase, any stock of any class ranking senior
to the Series A Preferred Stock as to dividends or distribution of assets upon any Liquidation Event (for the avoidance of doubt,
including a Valuation Redemption Event which is deemed a Liquidation Event pursuant to paragraph 4(h)(10)); or (ii) reclassify
any of the Corporation’s authorized stock into any stock of any class, or any obligation or security convertible into or
evidencing a right to purchase such stock, ranking senior to the Series A Preferred Stock as to dividends or distribution of assets
upon any Liquidation Event (for the avoidance of doubt, including a Valuation Redemption Event which is deemed a Liquidation Event
pursuant to paragraph 4(h)(10)).



 


		(d)	Without the consent of the Holders of the Series A Preferred Stock, so long as such action does
not adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock, the Corporation may amend,
alter, supplement or repeal any terms of the Series A Preferred Stock: (i) to cure any ambiguity, or to cure, correct or supplement
any provision contained in this paragraph 4(h) that may be defective or inconsistent; or (ii) to make any provision with respect
to matters or questions arising with respect to the Series A Preferred Stock that is not inconsistent with the provisions of this
paragraph 4(h).



 


		(3)	Dividends.



 


		(a)	The holders
                                                                                       of record of shares of Series A Preferred
                                                                                       Stock as of the Close of Business on the
                                                                                       first calendar day of January, April, July
                                                                                       and October in each year (each such date
                                                                                       being referred to herein as a “Record
                                                                                       Date”), in preference to the
                                                                                       holders of shares of any class or series
                                                                                       of stock of the Corporation ranking junior
                                                                                       to the Series A Preferred Stock, shall
                                                                                       be entitled to receive, when, as and if
                                                                                       declared by the Board of Directors out
                                                                                       of funds legally available for the purpose,
                                                                                       quarterly dividends payable in cash on
                                                                                       the fifteenth (15th) of
                                                                                       January, April, July and October in each
                                                                                       year (each such date being referred to
                                                                                       herein as a “Dividend Payment
                                                                                       Date”), commencing on the first
                                                                                       Dividend Payment Date after the first issuance
                                                                                       of a share or fraction of a share of Series
                                                                                       A Preferred Stock, at the annual rate of
                                                                                       4.25% on the per share Issue Price. If
                                                                                       any Dividend Payment Date is not a Business
                                                                                       Day, then the payment will be made on the
                                                                                       next Business Day without any adjustment
                                                                                       to the amount of dividends paid.



 


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		(b)	The amount of dividends payable on each share of Series A Preferred Stock for each full quarterly
period will be computed by dividing the annual dividend by four (4). The amount of dividends payable for any other period that
is shorter or longer than a full quarterly Dividend Period will be computed on the basis of a three hundred sixty (360)-day year
consisting of twelve (12) thirty (30)-day months.



 


		(c)	Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock
from the date of issue of such shares of Series A Preferred Stock. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.



 


		(d)	So long as any share of Series A Preferred Stock remains outstanding, no dividends shall be declared
or paid or set apart for payment on the shares of any Junior Stock for any Dividend Period unless full cumulative dividends have
been or contemporaneously are declared and paid on the Series A Preferred Stock through the most recent Dividend Payment Date.
If full cumulative dividends have not been paid on shares of the Series A Preferred Stock, all dividends declared on shares of
the Series A Preferred Stock shall be paid pro rata to the holders of outstanding shares of the Series A Preferred Stock. Subject
to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise), as may be determined by the Board of
Directors or a duly authorized committee thereof, may be declared and paid on any Junior Stock from time to time out of any funds
legally available therefor, and the shares of Series A Preferred Stock shall not be entitled to participate in any such dividend.



 


		(e)	Unless all accrued and unpaid dividends on the Series A Preferred Stock for all prior Dividend
Periods have been paid, the Corporation may not redeem, purchase or otherwise acquire any Junior Stock or any of the Corporation’s
capital stock that ranks pari passu with the Series A Preferred Stock as to payment of dividends or the distribution of
assets upon any Liquidation Event.



 


		(f)	The limitations in paragraph 4(h)(3)(d) or paragraph 4(h)(3)(e) shall not apply to: (i) redemptions,
purchases or other acquisitions of Junior Stock in connection with any benefit plan or other similar arrangement with and reinvestment
or shareholder stock purchase plan; (ii) conversion into or exchanges for other Junior Stock and cash solely in lieu of fractional
shares of the Junior Stock; (iii) any declaration of a dividend in connection with any shareholder rights plan, or the issuance
of rights, shares or other property under any shareholder rights plan, or the redemption or repurchase of rights pursuant to any
shareholders rights plan; or (iv) dividends or distributions paid in shares of, or options, warrants or rights to subscribe
for or purchase shares of, Common Stock or other Junior Stock of the Corporation.



 


		(4)	Voting Rights. Except as otherwise required by law or as expressly set forth herein, Holders
of the Series A Preferred Stock are not entitled to any voting rights and their consent shall not be required for the taking of
any corporate action.



 


		(5)	Liquidation, Dissolution or Winding-Up.



 


		(a)	In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation
or a Valuation Redemption Event, to the extent the Corporation does not or is not able to pay the Redemption Price in full pursuant
to paragraph 4(h)(10) (“Liquidation Event”), the Holders of the Series A Preferred Stock at the time outstanding
will be entitled to receive for each share of Series A Preferred Stock, out of the net assets of the Corporation available for
distribution to shareholders (subject to the rights of the holders of any stock of the Corporation then outstanding ranking pari
passu with the Series A Preferred Stock in respect of distributions upon any Liquidation Event and before any amount shall
be paid or distributed with respect to holders of any stock of the Corporation then outstanding ranking junior to the Series A
Preferred Stock in respect of distributions upon any Liquidation Event), a liquidating distribution in an amount equal to the greater
of (i) the amount equal to the sum of (A) the Issue Price and (B) the amount of any accrued and unpaid dividends
on such share of Series A Preferred Stock through the date of such liquidating distribution or (ii) the amount such Holder
would have received had such share of Series A Preferred Stock been fully converted into shares of Common Stock immediately prior
to such liquidation and such Holder was entitled to participate in the liquidation of the Corporation as a holder of Common Stock.
After the payment to the Holders of the Series A Preferred Stock of the full amounts provided in this paragraph 4(h)(5)(a), the
Holders of the Series A Preferred Stock will have no right or claim to any of the Corporation’s remaining assets.



 


		(b)	For the purpose of this paragraph 4(h)(5), none of the following shall be deemed a voluntary or
involuntary Liquidation Event:



 


		(i)	the sale of all or substantially all of the Corporation’s assets, properties or businesses
(other than a Valuation Redemption Event, to the extent the Corporation does not or is not able to pay the Redemption Price in
full pursuant to paragraph 4(h)(10));



 


		(ii)	the merger or consolidation of the Corporation into or with any other corporation or other entity
(irrespective of which entity survives) (other than a Valuation Redemption Event, to the extent the Corporation does not or is
not able to pay the Redemption Price in full pursuant to paragraph 4(h)(10)); or



 


		(iii)	the merger or consolidation of any other corporation or other entity into or with the Corporation
(irrespective of which entity survives) (other than a Valuation Redemption Event, to the extent the Corporation does not or is
not able to pay the Redemption Price in full pursuant to paragraph 4(h)(10)).



 


		(c)	If, upon any voluntary or involuntary Liquidation Event, the amounts payable with respect to the
Series A Preferred Stock then outstanding are not paid in full as provided in paragraph 4(h)(5)(a), no distribution shall be made
on account of any stock ranking pari passu with the Series A Preferred Stock as to the distribution of assets upon a Liquidation
Event unless a pro rata distribution is made on the Series A Preferred Stock. The Holders of the Series A Preferred Stock then
outstanding and the holders of any stock of the Corporation ranking pari passu with the Series A Preferred Stock then outstanding
shall share ratably in any distribution of assets upon such Liquidation Event. The amount allocable to each series of stock ranking
pari passu as to distribution of assets upon any Liquidation Event then outstanding will be based on the proportion of their
full respective liquidation preference (for the avoidance of doubt, the liquidation preference for each share of Series A Preferred
Stock shall be calculated as set forth in paragraph 4(h)(5)(a)) to the aggregate liquidation preference of the outstanding shares
of each such series. After the payment to the Holders of the Series A Preferred Stock and all other series of stock ranking pari
passu as to distribution of assets upon any Liquidation Event of the full amounts provided in this paragraph 4(h)(5)(c), the
Holders of the Series A Preferred Stock and the holders of all other series of stock ranking pari passu as to distribution
of assets upon any Liquidation Event will have no right or claim to any of the Corporation’s remaining assets.




 


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		(d)	Written notice of any voluntary or involuntary Liquidation Event, stating the payment date or dates
when, and the place or places where, the amounts distributable to Holders of the Series A Preferred Stock in such circumstances
shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than twenty (20) calendar days prior
to any payment date stated therein, to each Holder of the Series A Preferred Stock, at the address shown on the books of the Corporation
or the Transfer Agent; provided, however, that a failure to give notice as provided above, or any defect therein,
shall not affect the Corporation’s ability to consummate a voluntary or involuntary Liquidation Event.



 


		(6)	Conversion at the Option of the Holder.



 


		(a)	Following the seventh (7th) anniversary
                                                                of the date of the completion of the Closing (as defined in the
                                                                Framework Agreement), shares of the Series A Preferred Stock are
                                                                convertible, in whole or in part, at the option of each Holder
                                                                of Series A Preferred Stock, into shares of Common Stock at the
                                                                rate of fifty thousand (50,000) shares of Common Stock per
                                                                one (1) share of Series A Preferred Stock, subject to adjustments
                                                                as set forth under paragraph 4(h)(13) (the “Conversion
                                                                Rate”).



 


		(b)	Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, in the
event a Holder of shares of the Series A Preferred Stock elects to convert any shares of Series A Preferred Stock and if such Holder,
together with its Affiliates, exceeds the Ownership Cap or following any such conversion would exceed the Ownership Cap (any such
shares of Common Stock in excess of the Ownership Cap, the “Optional Excess Shares”), the Corporation shall
have the right, exercisable in its sole discretion, to elect (i) not to cause the conversion of such Optional Excess Shares
or (ii) to convert such Optional Excess Shares and deliver such Optional Excess Shares to the Holder in which event the Holder
shall use reasonable best efforts to sell such Optional Excess Shares in the open market as promptly as practicable and in any
event within three (3) months of such delivery. For the avoidance of doubt, the Corporation shall not pay any cash to a Holder
in respect of such conversion or otherwise settle any such conversion in cash, other than the right of the Holder to receive payment
in lieu of any fraction of a share in exchange therefor.



 


		(7)	Conversion at the Option
                                                                    of the Corporation. On or after the date of the completion
                                                                    of the Closing (as defined in the Framework Agreement), the
                                                                    Corporation shall have the right, at its option, to cause
                                                                    some or all of the shares of Series A Preferred Stock to be
                                                                    converted into shares of Common Stock at the Conversion Rate
                                                                    if, for twenty-five (25) Trading Days (whether or not
                                                                    consecutive) within any period of forty (40) consecutive
                                                                    Trading Days ending on the Trading Day preceding the date
                                                                    the Corporation delivers a Corporation Conversion Notice,
                                                                    the Closing Price of the Common Stock exceeds $35.00 per share
                                                                    (subject to ratable adjustment for reverse and forward stock
                                                                    splits and stock combinations (and similar transactions) of
                                                                    the Common Stock that occur after [ closing date ],
                                                                    2014) (the “Corporation Conversion Right”);
                                                                    provided, however, that if the Corporation Conversion
                                                                    Right becomes exercisable before the seventh (7th) anniversary
                                                                    of the date of the completion of the Closing (as defined in
                                                                    the Framework Agreement), the Corporation shall obtain the
                                                                    written approval of the Holders of a majority of the shares
                                                                    of the Series A Preferred Stock prior to exercising such right
                                                                    (which approval may be withheld by each Holder in its sole
                                                                    and absolute discretion). Notwithstanding anything to the
                                                                    contrary set forth in this Certificate of Incorporation, in
                                                                    the event the Corporation exercises the Corporation Conversion
                                                                    Right and at such time a Holder, together with its Affiliates,
                                                                    exceeds the Ownership Cap or following any such conversion
                                                                    would exceed the Ownership Cap (any such shares of Common
                                                                    Stock in excess of the Ownership Cap, the “Mandatory
                                                                    Excess Shares”), the Corporation shall have the
                                                                    right, exercisable in its sole discretion, to elect (i) not
                                                                    to cause the conversion of such Mandatory Excess Shares or
                                                                    (ii) to convert such Mandatory Excess Shares and deliver
                                                                    such Mandatory Excess Shares to the Holder in which event
                                                                    the Holder shall use reasonable best efforts to sell such
                                                                    Mandatory Excess Shares in the open market as promptly as
                                                                    practicable and in any event within three (3) months
                                                                    of such delivery. For the avoidance of doubt, the Corporation
                                                                    shall not pay any cash to a Holder in respect of such conversion
                                                                    or otherwise settle any such conversion in cash, other than
                                                                    the right of the Holder to receive payment in lieu of any
                                                                    fraction of a share in exchange therefor.



 


		(8)	Change of Control Conversion Rights. Upon the earlier of the Board of Directors’ approval
or recommendation to the Corporation’s shareholders of a Change of Control, the consummation of a Change of Control or the
execution of a binding agreement therefor by the Corporation, a Holder of the outstanding shares of Series A Preferred Stock shall
have the right, at its option, to cause some or all of the shares of Series A Preferred Stock held by such Holder to be converted
into shares of Common Stock at the Conversion Rate. Upon the earlier of the Board of Directors’ approval or recommendation
to the Corporation’s shareholders of a Change of Control, the consummation of a Change of Control or the execution of a binding
agreement therefor by the Corporation, in each case if the consideration offered for each share of Common Stock in such transaction
exceeds a value of $35.00 per share (subject to ratable adjustment for reverse and forward stock splits and stock combinations
(and similar transactions) of the Common Stock that occur after [ closing date ], 2014), then the Corporation shall have
the right, at its option, to cause some or all of the shares of Series A Preferred Stock to be converted into shares of Common
Stock at the Conversion Rate.



 


		(9)	Conversion Procedures.



 


		(a)	For the Holders. To exercise the conversion rights described in paragraph 4(h)(6) and paragraph
4(h)(8), a Holder of Series A Preferred Stock must do each of the following to convert:



 


		(i)	deliver a written notice to the Corporation at its principal office or, if so advised by the Corporation,
at the office of the agency that may be maintained for such purpose (a “Transfer Agent”) specifying the number
(in whole shares) of shares of Series A Preferred Stock to be converted, the name(s) in which such Holder wished the certificate(s)
for shares of Common Stock to be issued, and the total number of shares of Common Stock Beneficially Owned by such Holder, together
with its Affiliates as of the date of such notice; and



 


		(ii)	surrender the certificates for such shares of Series A Preferred Stock to the Corporation or the
Transfer Agent, as applicable, accompanied, if so required by the Corporation or the Transfer Agent, by a written instrument(s)
of transfer in form reasonably satisfactory to the Corporation or the Transfer Agent duly executed by the Holder or its attorney
duly authorized in writing; and



 


		(iii)	pay any stock transfer, documentary, stamp or similar taxes payable in respect of the conversion
that are not payable by the Corporation pursuant to paragraph 4(h)(9)(e).



 


The date on which a Holder complied
with the procedures in this paragraph 4(h)(9)(a) shall be the “Holder Conversion Date.” Immediately upon conversion,
the rights of the Holders of Series A Preferred Stock shall cease and the Persons entitled to receive the shares of Common Stock,
upon the conversion of such shares of Series A Preferred Stock, shall be treated for all purposes as having become beneficial owners
of such shares of Common Stock.


 


		(b)	For the Corporation. To exercise the conversion rights described in paragraph 4(h)(7) and
4(h)(8), the Corporation shall provide 




 


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			written notice of such conversion to a Holder (such notice, a “Corporation
                                                             Conversion Notice”). The Conversion Date shall be a date selected by the Corporation (the “Corporation
                                                             Conversion Date”) and shall be no more than twenty (20) days after the date on which the Corporation provides
                                                             such Corporation Conversion Notice. In addition to any information required by applicable law or regulation, the Corporation
                                                             Conversion Notice shall state, as appropriate:



 


		(i)	the Corporation Conversion Date;



 


		(ii)	the total number of shares of Series A Preferred Stock to be converted; and



 


		(iii)	the number of shares of Common Stock to be issued upon conversion of each share of Series A Preferred
Stock and, if fewer than all the shares of a Holder are to be converted, the number of shares of such Holder to be converted.



 


		(c)	Conversion. Conversion of shares of Series A Preferred Stock into shares of Common Stock
will occur immediately prior to the Close of Business on the Corporation Conversion Date or on the Holder Conversion Date, as applicable.



 


		(d)	Effect of Conversion. All shares of Series A Preferred Stock converted as provided in this
paragraph 4(h)(9) shall no longer be deemed outstanding as of the Corporation Conversion Date or the Holder Conversion Date, as
applicable, and all rights with respect to such shares shall immediately cease and terminate as of such time (including, without
limitation, any right of redemption pursuant to paragraph 4(h)(10)), other than the right of the Holder to receive shares of Common
Stock and payment in lieu of any fraction of a share in exchange therefor and the right of the Holder to receive any accrued but
unpaid dividends. For the avoidance of doubt, a Holder of shares of Series A Preferred Stock prior to the Close of Business on
the applicable conversion date shall not have any rights with respect to the shares of Common Stock issuable upon conversion of
such shares of Series A Preferred Stock, including voting rights, transfer or other disposition rights or rights to receive any
dividends or other distributions with respect to such shares of Common Stock and such shares of Common Stock shall not be deemed
to be outstanding for any purpose.



 


		(e)	Payment of Taxes. The Corporation will pay any and all documentary, stamp or similar issue
or transfer taxes (excluding, for the avoidance of doubt, any taxes measured in whole or in part by reference to income or gain)
imposed under the laws of the United States or any state thereof and payable in respect of the issuance or delivery of shares of
Common Stock on the conversion of shares of Series A Preferred Stock pursuant to paragraph 4(h)(6), paragraph 4(h)(7) or paragraph
4(h)(8); provided, however, that the Corporation shall not be required to pay any such tax which may be payable in
respect of any registration or transfer involved in the issuance or delivery of shares of Common Stock in a name other than that
of the registered Holder of Series A Preferred Stock converted or to be converted, and no such issuance or delivery shall be made
unless and until the Person requesting such issue has paid to the Corporation the amount of any such tax, or has established, to
the satisfaction of the Corporation, that such tax has been paid or is not payable.



 


		(10)	Redemption of the Series A Preferred Stock. The shares of the Series A Preferred Stock shall
be redeemable by the Corporation in accordance with this paragraph 4(h)(10).



 


		(a)	Redemption at the Holder’s Option. In the event that the Board of Directors approves
and recommends to the Corporation’s shareholders a Change of Control in which the aggregate consideration being paid for
all of the Corporation’s Capital Stock and assets implies a valuation of less than $6,000,000,000 for all of the Corporation’s
Capital Stock (in the event of an acquisition of the Corporation’s Capital Stock) or $6,000,000,000 for all of the net assets
of the Corporation (in the event of an acquisition of the Corporation’s assets) (the “Valuation Redemption Event”)
and such Valuation Redemption Event is consummated, each Holder of Series A Preferred Stock will have the right, subject to complying
with the procedures set forth herein, to require the Corporation to redeem some or all of the Series A Preferred Stock held by
it for an amount equal to the Issue Price (the “Redemption Price”) per share of Series A Preferred Stock. In
the event of a Valuation Redemption Event in respect of which any such Holder elects to require the Corporation to make such redemption,
the date that such redemption becomes effective shall be the date of closing of such Valuation Redemption Event (the “Redemption
Date”).



 


		(b)	Valuation Redemption Event Notice. Notice of a Valuation Redemption Event shall be mailed
by first-class mail to the Holders of record of Series A Preferred Stock at their respective last addresses appearing on the stock
register of the Corporation. Such mailing shall commence within five (5) Business Days after a Valuation Redemption Event
shall have been announced to the public by the Corporation (provided that, if depositary shares representing Series A Preferred
Stock are held in book-entry form through the DTC, the Corporation may give notice in any manner permitted by the DTC). Any notice
mailed as provided in this paragraph 4(h)(10)(b) shall be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. Each notice shall state (A) the events causing such Valuation Redemption Event and (B) the procedures
that Holders must follow in order to exercise their redemption right.



 


		(c)	Conditions to All Redemptions.



 


		(i)	With respect to a redemption
                                                                  pursuant to paragraph 4(h)(10)(a), a Holder must send a written
                                                                  notice (by overnight courier, hand delivery or facsimile transmission),
                                                                  which notice shall state that such Holder is exercising such
                                                                  redemption right for all of the shares of Series A Preferred
                                                                  Stock Beneficially Owned by such Holder (a “Holder’s
                                                                  Redemption Notice”), to the Corporation at any time
                                                                  prior to the Close of Business on the fifteenth (15th) Business
                                                                  Day after the date such Holder shall have received the Corporation’s
                                                                  notice described in paragraph 4(h)(10)(b). Upon receipt by the
                                                                  Corporation of the Holder’s Redemption Notice, the Holder
                                                                  of the shares of the Series A Preferred Stock in respect of
                                                                  which such Holder’s Redemption Notice was given shall
                                                                  thereafter be entitled, subject to legally available funds and
                                                                  the consummation of the Valuation Redemption Event, to receive
                                                                  on the Redemption Date the Redemption Price with respect to
                                                                  each such share of the Series A Preferred Stock, subject to
                                                                  this paragraph 4(h)(10).



 


		(ii)	With respect to any redemption pursuant to this paragraph 4(h)(10), the delivery to the Corporation
of the certificates evidencing such shares of the Series A Preferred Stock to be redeemed (together with all necessary endorsements)
at the office of the Corporation or such other place as the Corporation may specify shall be a condition to the receipt by the
Holder of the Redemption Price.



 


		(iii)	Any redemption by the Corporation contemplated pursuant to the provisions of this paragraph 4(h)(10)
shall be consummated by the delivery of the consideration to be received by the Holder whose shares of Series A Preferred Stock
are to be redeemed promptly following the later of the Redemption Date and the time of delivery of the certificates evidencing
such shares of the Series A Preferred Stock to the Corporation in accordance with this paragraph 4(h)(10).




 


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		(d)	Other Mechanics. If the Holder’s Redemption Notice has been duly given, the Valuation
Redemption Event has been consummated and the funds necessary for the redemption have been set aside by the Corporation for the
benefit of the Holder of any shares of Series A Preferred Stock so called for redemption, separate and apart from its other assets,
in trust, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected
by the Board of Directors or any duly authorized committee of the Board of Directors (the “Series A Depositary Company”)
in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate
for any share so called for redemption has not been surrendered for cancellation, on and after the Redemption Date (i) all
shares so called for redemption shall cease to be outstanding, (ii) all declared but unpaid dividends with respect to such
shares shall cease to accrue, and (iii) all rights with respect to such shares shall forthwith on such Redemption Date cease
and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Series A
Depositary Company at any time after the Redemption Date from the funds so deposited, without interest. The Corporation shall be
entitled to receive, from time to time, from the Series A Depositary Company any interest accrued on such funds, and the Holders
of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of
three (3) years from the Redemption Date shall, to the extent permitted by law, be released or repaid to the Corporation,
and in the event of such repayment to the Corporation, the Record Holders of the shares so called for redemption shall be deemed
to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption
of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.



 


		(e)	If the Corporation does not or is not able to pay the Redemption Price in full pursuant to this
paragraph 4(h)(10), then the applicable Valuation Redemption Event shall be deemed a Liquidation Event for purposes of paragraph
4(h)(5).



 


		(11)	Reservation of Common Stock.



 


		(a)	The Corporation shall at all times reserve and keep available out of its authorized and unissued
Common Stock, solely for issuance upon the conversion of shares of Series A Preferred Stock as herein provided, free from any preemptive
or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all
the shares of Series A Preferred Stock then outstanding.



 


		(b)	Notwithstanding the foregoing clause (a), the Corporation shall be entitled to deliver upon conversion
of shares of Series A Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Corporation
(in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear
of all liens, charges, security interests or encumbrances.



 


		(c)	All shares of Common Stock delivered upon conversion of the Series A Preferred Stock shall be duly
authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances.



 


		(d)	The Corporation shall prepare and shall use its best efforts to obtain and keep in force such governmental
or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to
registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Series
A Preferred Stock that are at the time applicable), to enable the Corporation lawfully to issue and deliver to each Record Holder
of Series A Preferred Stock such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all shares of Series A Preferred Stock then outstanding and convertible into shares of Common Stock.



 


		(12)	Fractional Shares.



 


		(a)	No fractional shares of Common Stock will be issued as a result of any conversion of shares of
Series A Preferred Stock.



 


		(b)	In lieu of any fractional share
                                                                otherwise issuable in respect of a conversion pursuant to paragraph
                                                                4(h)(6), paragraph 4(h)(7) or paragraph 4(h)(8), the Corporation
                                                                shall pay an amount in cash (computed to the nearest cent) equal
                                                                to the same fraction of the Closing Price of the Common Stock
                                                                determined as of the second (2nd) Trading Day
                                                                immediately preceding such a conversion.



 


		(c)	If more than one (1) share of the Series A Preferred Stock is surrendered for conversion at
one time by or for the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of the Series A Preferred Stock so surrendered.



 


		(13)	Anti-Dilution Adjustments to the Conversion Rate.



 


		(a)	The formula for determining the Conversion Rate as set forth in paragraph 4(h)(6)(a), and the number
of shares of Common Stock to be delivered upon any conversion of shares of Series A Preferred Stock pursuant to paragraph 4(h)(6),
paragraph 4(h)(7) or paragraph 4(h)(8), shall be subject to the following adjustments. Each adjustment to the Conversion Rate will
result in a corresponding adjustment to the number of shares of the Common Stock issuable upon conversion of the Series A Preferred
Stock.



 


		(i)	Stock Dividends and Distributions. If the Corporation, at any time or from time to time
while any of the Series A Preferred Stock is outstanding, issues shares of Common Stock as a dividend or distribution on shares
of Common Stock, then the Conversion Rate shall be adjusted based on the following formula:



 


	 	
    CR’  =  CR0    x 	OS’	 
	 	OS0	 


 

	 	 	where	 
	 	 	 	 
	 	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution;
	 	 	 	 
	 	CR’	=	the new Conversion Rate in effect immediately after the Close of Business on the Record Date for such dividend or distribution;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution; and
	 	 	 	 
	 	OS’	=	the number of shares of Common Stock outstanding immediately after, and solely as a result of, such dividend or distribution.



 


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Any adjustment made pursuant
to this paragraph 4(h)(13)(a)(i) shall become effective immediately after the Record Date for such dividend or distribution. If
any dividend or distribution that is the subject of this paragraph 4(h)(13)(a)(i) is declared but not so paid or made, the Conversion
Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such
dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
For the avoidance of doubt, for purposes of this paragraph 4(h)(13)(a)(i), the number of shares of Common Stock outstanding at
the Close of Business on the Record Date for such dividend or distribution shall not include shares of Common Stock held in treasury,
if any.


 


		(ii)	Splits and Combinations of the Common Stock. If the Corporation shall, at any time or from
time to time while any of the Series A Preferred Stock is outstanding, (x) split the then Common Stock outstanding into a
greater number of shares of Common Stock or (y) combine the then Common Stock outstanding into a smaller number of shares
of Common Stock, then the Conversion Rate shall be adjusted based on the following formula:



 


	 	CR’  =  CR0   x	OS’	 
	 	OS0	 


 

	 	 	where	 
	 	 	 	 
	 	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the effective date of such share split or combination;
	 	 	 	 
	 	CR’	=	the new Conversion Rate in effect immediately after the Close of Business on the effective date of such share split or combination;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the effective date of such share split or combination; and
	 	 	 	 
	 	OS’	=	the number of shares of Common Stock outstanding immediately after the Close of Business on the effective date of, and solely as a result of, such share split or combination.


 

		(iii)	Issuance of Stock Purchase Rights. If the Corporation shall, at any time or from time to
time while any of the Series A Preferred Stock is outstanding, distribute to holders of all or substantially all of the Common
Stock any rights or warrants (other than a distribution of rights issued pursuant to a shareholder rights plan, to the extent such
rights are attached to shares of Common Stock (in which event the provisions of paragraph 4(h)(13)(a)(vi) shall apply) or a dividend
reinvestment plan) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current
Market Price of the Common Stock not being available on an equivalent basis to Holders of the shares of Series A Preferred Stock
upon conversion, the Conversion Rate shall be adjusted based on the following formula:



 


	 	CR’  =  CR0   x 	OS0 + X	 
	 	OS0 + Y	 


 

	 	 	where	 
	 	 	 	 
	 	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such distribution;
	 	 	 	 
	 	CR’	=	the new Conversion Rate in effect immediately after the Close of Business on the Record Date for such distribution;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such distribution;
	 	 	 	 
	 	X	=	the total number of shares of Common Stock issuable pursuant to such rights or warrants; and
	 	 	 	 
	 	Y	=	the number of shares of Common Stock equal to (x) the aggregate price payable to exercise such rights or warrants divided by (y) the Current Market Price of the Common Stock.


 

Any adjustment made pursuant
to this paragraph 4(h)(13)(a)(iii) shall become effective immediately after the Record Date for such distribution. If such rights
or warrants described in this paragraph 4(h)(13)(a)(iii) are not so distributed, the Conversion Rate shall be readjusted, effective
as of the date the Board of Directors publicly announces its decision not to distribute such rights or warrants, to the Conversion
Rate that would then be in effect if such distribution had not been declared. To the extent that such rights or warrants are not
exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon
the exercise of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in
effect had the adjustments made upon the distribution of such rights or warrants been made on the basis of the delivery of only
the number of shares of Common Stock actually delivered. In determining the aggregate price payable to exercise such rights or
warrants, there shall be taken into account any consideration received by the Corporation upon exercise of such rights and warrants
and the value of such consideration (if other than cash, to be determined in good faith by the Board of Directors). For the avoidance
of doubt, for purposes of this paragraph 4(h)(14)(a)(iii), the number of shares of Common Stock outstanding at the Close of Business
on the Record Date for such distribution shall not include shares of Common Stock held in treasury, if any.


 


		(iv)	Asset Distribution.



 


		(A)	In case the Corporation shall, by dividend or otherwise, distribute, for no consideration, to all
holders of its Common Stock a substantial portion of the Corporation’s assets (excluding




 


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		 	 any dividend or distribution referred
to in paragraph 4(h)(13)(a)(i) or paragraph 4(h)(13)(a)(ii) hereof, any rights or warrants referred to in paragraph 4(h)(13)(a)(iii)
hereof, and any dividend or distribution paid exclusively in cash and any dividend, shares of Capital Stock of any class or series,
or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in paragraph
4(h)(13)(a)(iv)(B) below), the Conversion Rate shall be adjusted based on the following formula:


 

	 	CR’  =  CR0   x 	SP0	 
	 	SP0  –  FMV	 


 

	 	 	where	 
	 	 	 	 
	 	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date fixed for the determination of stockholders entitled to receive such distribution;
	 	 	 	 
	 	CR’	=	the new Conversion Rate in effect immediately after the Close of Business on the Record Date fixed for the determination of stockholders entitled to receive such distribution;
	 	 	 	 
	 	SP0	=	the average of the Closing Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 	 
	 	FMV	=	the then fair market value (as determined in good faith by the Corporation’s Board of Directors) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock.


 

Any adjustment made pursuant
to this paragraph 4(h)(13)(a)(iv)(A) shall become effective immediately prior to the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such distribution.


 


In any case in which this paragraph
4(h)(13)(a)(iv)(A) is applicable, paragraph 4(h)(13)(a)(iv)(B) shall not be applicable.


 


		(B)	With respect to an adjustment
                                                                  pursuant to this paragraph 4(h)(13)(a)(iv) where there has been
                                                                  a payment of a dividend or other distribution, for no consideration,
                                                                  on the Common Stock consisting of all of the outstanding shares
                                                                  of capital stock of any class or series, or similar equity interest,
                                                                  of or relating to a Subsidiary or other business unit of the
                                                                  Corporation (a “Spin-Off”), the Conversion
                                                                  Rate in effect immediately before the Close of Business on the
                                                                  tenth (10th) Trading Day immediately following,
                                                                  and including, the effective date of the Spin-Off shall be increased
                                                                  based on the following formula:



 


	 	CR’  =  CR0   x 	MP0 + FMV	 
	 	MP0	 


 

	 	 	where	 
	 	 	 	 
	 	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date fixed for the determination of stockholders entitled to receive such distribution;
	 	 	 	 
	 	CR’	=	the new Conversion Rate in effect immediately after the Close of Business on the Record Date fixed for the determination of stockholders entitled to receive such distribution;
	 	 	 	 
	 	MP0	=	the average of the Closing Prices of the Common Stock over the ten (10) consecutive Trading Day period immediately following, and including, the effective date of the Spin-Off; and
	 	 	 	 
	 	FMV	=	the average of the Closing Prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one (1) share of Common Stock over the ten (10) consecutive Trading Day period immediately following, and including, the effective date of the Spin-Off.


 

Any adjustment made pursuant
to this paragraph 4(h)(13)(a)(iv)(B) shall become effective immediately after the Record Date for such distribution. If any dividend
or distribution of the type described in this paragraph 4(h)(13)(a)(iv) is declared but not so paid or made, the Conversion Rate
shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or
distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If an
adjustment to the Conversion Rate is required under this paragraph 4(h)(13)(a)(iv), delivery of any additional shares of Common
Stock that may be deliverable upon conversion as a result of an adjustment required under this paragraph 4(h)(13)(a)(iv) shall
be delayed to the extent necessary to complete the calculations provided for in this paragraph 4(h)(13)(a)(iv).



 


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		(v)	Above-Market Self Tender and Exchange Offers. If the Corporation or any of its subsidiaries
makes a payment of cash or other consideration in respect of a tender offer or exchange offer for all or any portion of the Common
Stock subject to the tender offer rules, to the extent that the cash and value of the other consideration included in the payment
per share of Common Stock validly tendered or exchanged exceeds by five percent (5%) or more the Current Market Price per
share of the Common Stock as of the last time (the “Expiration Time”) tenders could have been made pursuant
to such tender or exchange offer, then, immediately prior to the opening of business on the day after the date of the Expiration
Time, the Conversion Rate shall be adjusted based on the following formula:



 


	 	CR’  =  CR0   X 	AC  +  (SP’
    x OS’)	 
	 	SP’ x OS0	 


 

	 	 	where	 
	 	 	 	 
	 	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the date of the Expiration Time;
	 	 	 	 
	 	CR’	=	the new Conversion Rate in effect immediately after the Close of Business on the date of the Expiration Time;
	 	 	 	 
	 	AC	=	the aggregate value of all cash and any other consideration (as determined in good faith by the Board of Directors) paid or payable for share’s purchased in such tender or exchange offers as described in clauses (1) and (2) of this paragraph 4(h)(13)(a)(v);
	 	 	 	 
	 	SP’	=	the average Closing Price of Common Stock over the ten consecutive Trading Days commencing on the Trading Day immediately after the date of the Expiration Time;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires; and
	 	 	 	 
	 	OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires  (after giving effect to such tender offer or exchange offer).


 

If the Corporation or a Subsidiary
of the Corporation is obligated to purchase shares of Common Stock pursuant to any such tender or exchange, but the Corporation
or such Subsidiary is permanently prevented by applicable law from effecting any such purchases or all or any portion of such purchases
are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made or had only been made in respect of the purchases that had been effected.


 


		(vi)	Upon conversion of the Series A Preferred Stock, the Holders shall receive, in addition to any
shares of Common Stock issuable upon such conversion, any associated rights issued under any shareholder rights agreement of the
Corporation that provides that each share of Common Stock issued upon conversion of the Series A Preferred Stock at any time prior
to the distribution of separate certificates representing such rights will be entitled to receive such rights unless, prior to
conversion, the rights have separated from the Common Stock, expired, terminated or been redeemed or exchanged in accordance with
such rights plan, and no adjustment shall be made to the Conversion Rate pursuant to paragraph 4(h)(13)(a)(iii). If, prior to any
conversion, the rights have separated from the Common Stock, the Conversion Rate shall be adjusted at the time of separation as
if the Corporation distributed to all holders of Common Stock, shares of Capital Stock, evidences of indebtedness, assets, property
or rights or warrants as described in paragraph 4(h)(13)(a)(iii), subject to readjustment in the event of the expiration, termination
or redemption of such rights.



 


		(vii)	No adjustment to the Conversion Rate shall be made if the Holder(s) may participate in the transaction
that would otherwise give rise to an adjustment, as a result of holding the Series A Preferred Stock, without having to convert
the Series A Preferred Stock, as if they held the full number of shares of Common Stock into which a share of the Series A Preferred
Stock may then be converted.



 


		(b)	Cash Distributions. In case the Corporation shall, by dividend or otherwise, distribute
to all holders of its Common Stock cash, the formula for determining the Conversion Rate as set forth in paragraph 4(h)(6)(a) shall
not be affected.



 


		(c)	Adjustment for Tax Reasons. The Corporation may make such increases to the Conversion Rate,
in addition to any other increases required by this paragraph 4(h)(13), if the Board of Directors deems it advisable to avoid or
diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of shares (or rights to acquire
shares) or from any event treated as such for income tax purposes or for any other reasons.



 


		(d)	Rounding of Calculations; Minimum
                                                                Adjustments. All adjustments to the Conversion Rate shall
                                                                be calculated to the nearest 1/10,000th of a share
                                                                (or, if there is not a nearest 1/10,000th of a share,
                                                                to the next lower 1/10,000th of a share) of Common
                                                                Stock. No adjustment in the Conversion Rate shall be required
                                                                unless such adjustment would require an increase or decrease of
                                                                at least one percent of the Conversion Rate; provided, that any
                                                                adjustments that by reason of this paragraph 4(h)(13)(d) are not
                                                                required to be made shall be carried forward and taken into account
                                                                in any subsequent adjustment.



 


		(e)	Notice of Adjustment Event. Whenever the Conversion Rate is to be adjusted in accordance
with paragraph 4(h)(13)(a), the Corporation shall: (i) compute the Conversion Rate in accordance with paragraph 4(h)(13)(a)
and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth the Conversion Rate, the method of
calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; (ii) as
soon as practicable following the occurrence of an event that requires or permits an adjustment to the Conversion Rate pursuant
to paragraph 4(h)(13)(a) (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware),
provide a written notice to the Holders of the Series A Preferred Stock of the occurrence of such event; and (iii) as soon
as practicable following the determination of the revised Conversion Rate in accordance with paragraph 4(h)(13)(a), provide a statement
setting forth in reasonable detail the method by which the adjustment to the Conversion Rate was determined and setting forth the
revised Conversion Rate.




 


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		(14)	Replacement Stock Certificates.



 


		(a)	If physical certificates are issued, and any of the Series A Preferred Stock certificates shall
be mutilated, lost, stolen or destroyed, the Corporation shall, at the expense of the Holder, issue, in exchange and in substitution
for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series
A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing
an equivalent amount of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction
of such Series A Preferred Stock certificate and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent.



 


		(b)	The Corporation is not required to issue any certificates representing the Series A Preferred Stock
on or after a conversion at the option of the Holder pursuant to paragraph 4(h)(6) or paragraph 4(h)(8) or a conversion at the
option of the Corporation pursuant to paragraph 4(h)(7) or paragraph 4(h)(8). In lieu of the delivery of a replacement certificate
following such a conversion, the Transfer Agent, upon delivery of the evidence and indemnity described above, will deliver the
shares of Common Stock issuable pursuant to the terms of the Series A Preferred Stock evidenced by the certificate.



 


		(15)	Transfer of Shares of Series A Preferred
Stock. The shares of Series A Preferred Stock are restricted and a Holder of shares of Series A Preferred Stock may not assign
or Transfer any of the shares of Series A Preferred Stock or the accompanying rights hereunder held by such Holder, except to (i) a
Subsidiary or the immediate parent entity of the Holder of the Series A Preferred Stock or their respective Subsidiaries  (an
“Eligible Transferee”) in compliance with the Shareholder Agreement, dated as of October 22, 2013, between
the Corporation and Samsung Display Co., Ltd.; provided, however, that in the event that any such Eligible Transferee
ceases to be a Subsidiary or immediate parent entity of such Holder or their respective Subsidiaries, then such Person shall immediately
Transfer the shares of Series A Preferred Stock held by it to an Eligible Transferee in accordance with such Shareholder Agreement
and the prior Transfer to such Person shall be, to the fullest extent permitted by Law, null and void ab initio; or (ii) to
another Person pursuant to any merger, tender or exchange offer to acquire Common Stock or recapitalization or Change of Control
that, in each case, the Board of Directors has approved and/or recommended to the Corporation’s shareholders. Upon the issuance
of Common Stock in accordance with paragraph 4(h)(6), paragraph 4(h)(7) or paragraph 4(h)(8), such shares of Common Stock shall
remain restricted unless registered with the U.S. Securities and Exchange Commission or pursuant to an available exemption from
registration. The restrictions contained in this paragraph 4(h)(15) shall apply to all of the Holder’s assignees, transferees,
successors and assigns.



 


		(16)	Miscellaneous.



 


		(a)	All notices referred to herein shall be in writing, and, unless otherwise specified herein, all
notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three (3) Business Days after
the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice
under the terms of this Certificate of Incorporation) with postage prepaid, addressed: (i) if to the Corporation, to its office
at One Riverfront Plaza, Corning, New York 14831 (Attention: the Secretary) or to the Transfer Agent at its Corporate Trust Office,
or other agent of the Corporation designated as permitted by this Certificate of Incorporation, or (ii) if to any Holder of
the Series A Preferred Stock or holder of shares of Common Stock, as the case may be, to such holder at the address of such holder
as listed in the stock record books of the Corporation (which may include the records of any transfer agent for the Series A Preferred
Stock or Common Stock, as the case may be), or (iii) to such other address as the Corporation or any such holder, as the case
may be, shall have designated by notice similarly given.



 


		(b)	All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock
(and on the shares of Common Stock received upon their conversion) shall be subject to withholding of tax to the extent required
by applicable law, and any amounts so withheld, if any, shall be treated as having been received by the Holder. In the event the
Corporation previously remitted withholding taxes to a governmental authority in respect of any payment or distribution (or deemed
distribution) on a share of Series A Preferred Stock, the Corporation shall be entitled to offset any such withholding taxes against
any amounts otherwise payable in respect of such share of Series A Preferred Stock (or on the shares of Common Stock received upon
its conversion) or any shares of Common Stock otherwise required to be issued upon the conversion of such share of Series A Preferred
Stock.



 


		(c)	The Corporation may appoint, and from time to time discharge and appoint, a Transfer Agent for
the Series A Preferred Stock. Upon any such discharge or appointment, the Corporation shall send notice thereof by first-class
mail, postage prepaid, to the Holders of the Series A Preferred Stock.



 


		(17)	Definitions. Capitalized terms used in this Certificate of Incorporation shall have the
following meanings:



 


“Affiliate(s)”
means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries),
controls, is controlled by, or is under common control with, such Person. For purposes of this Agreement, “control,”
when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” shall have correlative meanings.


 


“Beneficially Own,”
“Beneficially Owned” or “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3
of the rules and regulations promulgated under the Exchange Act, except that for purposes of this paragraph 4.(h) only (i) the
words “within sixty days” in Rule 13d-3(d)(1)(i) shall not apply, to the effect that a Person shall be deemed to be
the beneficial owner of a security if that Person has the right to acquire beneficial ownership of such security at any time and
(ii) a Person shall be deemed to Beneficially Own any security that, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise, is the subject of a derivative transaction entered into by such Person, or derivative
security acquired by such Person, which gives such Person the economic equivalent of ownership of an amount of such securities
due to the fact that the value of the derivative is explicitly determined by reference to the price or value of such securities;
and, provided that, in determining any Person’s Beneficial Ownership of Common Stock, such Person shall be deemed
to Beneficially Own the aggregate number of shares of Common Stock issuable upon conversion of all shares of the Series A Preferred
Stock Beneficially Owned by such Person as of the determination date.


 


“Board of Directors”
means the board of directors of the Corporation.


 


“Business Day”
means any day other than a Saturday or Sunday or any other day on which banks in New York, New York, or Seoul, the Republic of
Korea, are authorized or required by law or executive order to close.


 


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


 


“Certificate of Incorporation”
means the Restated Certificate of Incorporation of the Corporation, as amended.


 


“Change of Control”
means (a) the consummation of any transaction or series of transactions which results in a single Person or Group of


 


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Persons owning or controlling
over fifty percent (50%) of the voting power of the Corporation’s Capital Stock effected by means of the sale of stock,
merger, consolidation, issuance of shares, reorganization, share exchange or other form of transaction or agreement, other than
any such transaction undertaken solely for the purpose of reincorporating the Corporation in a different jurisdiction, (b) the
consummation of a merger or consolidation of the Company with any other Person, other than a merger or consolidation which would
result in the holders of the voting securities of the Corporation outstanding immediately prior thereto continuing to hold at least
fifty percent (50%) of the total voting power represented by the voting securities of the Company or the voting securities
of such surviving entity or its parent outstanding immediately after such merger or consolidation or (c) a sale, transfer
or other disposition of all or substantially all of the Corporation’s assets to a single Person or a Group of Persons.


 


“Close of Business”
means 5:00 p.m., New York City time.


 


“Closing Price”
means, as of any date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale
price of the Common Stock on the New York Stock Exchange on that date. If the Common Stock is not then traded on the New York Stock
Exchange on any date of determination, the Closing Price of the Common Stock on any date of determination means the closing sale
price as reported in the composite transactions for the principal U.S. securities exchange on which the Common Stock is so listed
or quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, as reported by
the Nasdaq stock market, or, if no closing price for the Common Stock is so reported, the last quoted bid price for the Common
Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization or, if that bid price
is not available, the market value of the Common Stock on that date as determined by a nationally recognized independent investment
banking firm retained by the Corporation for this purpose.


 


“Common Stock”
as used in this Certificate of Incorporation means the Corporation’s common stock, par value $0.50 per share, as the same
exists at the date of filing of a Certificate of Amendment to the Certificate of Incorporation of the Corporation relating to the
Series A Preferred Stock, or any other class of stock resulting from successive changes or reclassifications of such Common Stock
consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. However, shares
of Common Stock issuable on conversion of shares of Series A Preferred Stock shall include only shares of the class designated
as Common Stock of the Corporation at the date of the filing of this instrument with the State of New York or shares of any class
or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary Liquidation Event and which are not subject to redemption by
the Corporation; provided that if at any time there shall be more than one such resulting class, the shares of each such
class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all classes resulting from all such reclassifications.


 


“Conversion Rate”
shall have the meaning set forth in paragraph 4(h)(6)(a).


 


“Convertible Securities”
means any Capital Stock, evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable
for Common Stock or other equity securities of the Corporation, but excluding Options.


 


“Corporate Trust Office”
means the principal corporate trust office of the Transfer Agent at which, at any particular time, its corporate trust business
shall be administered.


 


“Corporation”
means Corning Incorporated, a corporation organized under the laws of the State of New York.


 


“Corporation
Conversion Date” shall have the meaning set forth in  paragraph
4(h)(9)(b).


 


“Corporation Conversion
Notice” shall have the meaning set forth in paragraph 4(h)(9)(b).


 


“Corporation Conversion
Right” shall have the meaning set forth in paragraph 4(h)(7).


 


“Current
Market Price” per share of Common Stock on any date means the average of the daily Closing Prices for the ten (10) consecutive
Trading Days preceding the earlier of the day preceding the date in question and the day before the “ex date” with
respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term  “ex
date,” when used with respect to any issuance or distribution, means the first date on which the Common Stock trades without
the right to receive the issuance or distribution.


 


“Dividend
Payment Date” shall have the meaning set forth in  paragraph
4(h)(3)(a).


 


“Dividend Period”
shall mean any of the three (3)-month periods ending on Dividend Payment Dates.


 


“DTC” means
The Depository Trust Company, together with its successors and assigns.


 


“Eligible Transferee”
shall have the meaning set forth in paragraph 4(h)(15).


 


“Ex-Dividend Date”
means the first date on which the Common Stock trades, regular way, on the relevant exchange, or in the relevant market from which
the Closing Price was obtained, without the right to receive such dividend or distribution.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC from time to time thereunder.


 


“Expiration Time”
shall have the meaning set forth in paragraph 4(h)(13)(a)(v).


 


“Framework Agreement”
means the Framework Agreement, dated as of October 22, 2013, by and among Samsung Display Co., Ltd., the Corporation solely
for purposes of Section 1.5, Section 6.1 and Section 11, Corning Hungary Data Services Limited Liability Company,
Corning Holding Japan G.K. and Corning Luxembourg S.àr.l.


 


“Fully Diluted Basis”
means, as of any date of determination and without duplication, (a) all issued and outstanding shares of Common Stock as of
such date and (b) all shares of Common Stock issuable upon conversion of any shares of Series A Preferred Stock or any Convertible
Securities, whether or not such Series A Preferred Stock or Convertible Securities are at the time convertible into Common Stock.


 


“Holder” means
the Person in whose name the shares of the Series A Preferred Stock is registered, which may be treated by the Corporation and
the Transfer Agent as the absolute owner of the shares of Series A Preferred Stock for the purpose of making payment and settling
conversions and for all other purposes.


 


“Holder
Conversion Date” shall have the meaning set forth in  paragraph
4(h)(9)(a).


 


“Holder’s
Redemption Notice” shall have the meaning set forth in  paragraph
4(h)(10)(c)(i).


 


“Issue Price”
means, as to the Series A Preferred Stock, $1,000,000 per share.


 


“Junior Stock”
means the Common Stock or any class or series of stock of the Corporation that ranks junior to Series A Preferred Stock in the
payment of dividends or in the distribution of assets on any Liquidation Event.


 


“Liquidation Event”
shall have the meaning set forth in paragraph 4(h)(5)(a).



 


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INCORPORATED - 2013 Form 10-K	42






    	 



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“Mandatory Excess Shares”
shall have the meaning set forth in paragraph 4(h)(7).


 


“Officer’s Certificate”
means a certificate of the Corporation, signed by any duly authorized Officer of the Corporation.


 


“Option” means
any right, option or warrant to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities granted to
the Corporation’s directors, officers or employees or any other service providers.


 


“Optional Excess Shares”
shall have the meaning set forth in paragraph 4(h)(6)(b).


 


“Ownership Cap”
means a Total Ownership Percentage of nine percent (9%).


 


“Person” means
any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or other similar organization or entity.


 


“Record Date”
shall have the meaning set forth in paragraph 4(h)(3)(a).


 


“Record Holders”
means the Holders of record of the Series A Preferred Stock as they appear on the stock books of the Corporation at the Close of
Business on a Record Date.


 


“Redemption Date”
shall mean the date as specified in paragraph 4(h)(10)(a).


 


“Redemption Price”
shall have the meaning set forth in paragraph 4(h)(10)(a).


 


“SEC” means
the United States Securities and Exchange Commission.


 


“Series A Depositary
Company” shall have the meaning set forth in paragraph 4(h)(10)(d).


 


“Spin-Off”
shall have the meaning set forth in paragraph 4(h)(13)(a)(iv).


 


“Series A Preferred
Stock” means the series of preferred stock, par value $100, of the Corporation designated as “Fixed Rate Cumulative
Convertible Preferred Stock, Series A.”


 


“Stock Equivalents”
means, collectively, any option, warrant or other security or right that is by its terms, at the time of calculation, directly
or indirectly, convertible into or exchangeable or exercisable for shares of Common Stock; provided that Stock Equivalents
shall not include any Capital Stock.


 


“Subsidiary”
means, with respect to any Person, any other Person of which the first Person owns, directly or indirectly, securities or other
ownership interests having voting power to elect a majority of the board of directors or other Persons performing similar functions
(or, if there are no such voting interests, more than fifty percent (50.0%) of the equity interests of the second Person).


 


“Total Ownership Percentage”
means, with respect to any Person calculated at a particular point in time, the ratio, expressed as a percentage, of (a) the
shares of Common Stock, including any shares issuable upon conversion of Preferred Stock (whether or not then convertible) Beneficially
Owned by such Person, over (b) the total number of shares of Common Stock then outstanding on a Fully Diluted Basis.


 


“Trading Day”
means a day on which the Common Stock:


 


		(a)	is not suspended from trading on any national or regional securities exchange or association or
over-the-counter market at the Close of Business; and



 


		(b)	has traded at least once on the national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of the Common Stock.



 


“Transfer”
means, with respect to any security, any direct or indirect sale, assignment, pledge, transfer, hedge, encumbrance, hypothecation,
securities lending, voting agreement or other disposition, whether voluntary, by operation of law or otherwise, of or with respect
to such security, Capital Stock or any interest or Stock Equivalents therein, whether in a single transaction or a series of related
transactions, or the entry into a definitive agreement with respect to any of the foregoing (for the avoidance of doubt, whether
such agreement is to be settled by delivery of shares of Capital Stock or Stock Equivalents, in cash or otherwise).


 


“Transfer Agent”
shall have the meaning set forth in paragraph 4(h)(9)(a)(i).


 


“Valuation
Redemption Event” shall have the meaning set forth in  paragraph
4(h)(10)(a).


 


FOURTH: The Certificate of Incorporation
of the Corporation was authorized by resolutions duly adopted by the Board of Directors of the Corporation and by resolutions duly
adopted by the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders. This Certificate
of Amendment was authorized by resolutions duly adopted by the Board of Directors of the Corporation, pursuant to authority
granted to the Board of Directors under the Certificate of Incorporation of the Corporation, and in accordance with Sections 502(c),
502(d) and 805 of the Business Corporation Law of the State of New York, at a meeting duly called and held on [•], 20[•],
at which a quorum was present and acting throughout.


 


IN WITNESS WHEREOF, we have signed this Certificate
of Amendment of the Certificate of Incorporation this [•], 2014.


 


	[•]	 
	[•]	 


 

	[•]	 
	[•]	 



 


	CORNING
INCORPORATED - 2013 Form 10-K	43