| (1) | Both parties shall observe laws relating to this Agreement, and shall fulfill this Agreement fairly and transparently. | ||
| (2) | In its fulfillment of this Agreement, Yahoh shall not violate fair trade laws such as offering money and other forms of bribe and entertainment to Gravity’s staff members. | ||
| (3) | Yahoh shall reject requests by Gravity’s staff members for foregoing deeds, and shall immediately report it to Gravity. |
| Description | Amount | Payment date | ||||||
Contract price |
1 billion (1,000,000,000) won | May 22, 2006 | ||||||
Remaining price |
8.73 billion (8,730,000,000) won | May 26, 2006 | ||||||
Total |
9.73 billion (9,730,000,000) won | |||||||
| (1) | Upon the receipt of the remaining price, Gravity shall provide documents required for the registration of the transfer of the target property ownership, and transfer the target property for Yahoh’s ownership, thus completing all its sale obligations. | ||
| (2) | Within seven (7) days of its receipt of the documents for the ownership transfer registration, Yahoh shall complete the ownership transfer registration, and in case any possible delays in the ownership transfer registration have caused damage to Gravity, Yahoh shall be liable for such damages sustained. | ||
| (3) | Costs required for the ownership transfer registration shall be shouldered by Yahoh. |
| (1) | Yahoh shall not occupy nor use the target property before paying the entire sale price. | ||
| (2) | Revenues such as rental fees accruing from the target property before the payment of the remaining price shall belong to Gravity, and those after the payment of the remaining price shall belong to Yahoh. | ||
| (3) | Gravity shall transfer the target property as it is at the conclusion of this Agreement to Yahoh. | ||
| (4) | Yahoh shall be solely responsible for the evacuation and removal of unregistered buildings, installations and tenants of the target property, and for the recovery of the target property to its original state. |
| (1) | Unpaid utilities charges and administrative expenses incurred before and after the ownership transfer shall be borne by Gravity and Yahoh, respectively. | ||
| (2) | Taxes on the target property notified before and after the evacuation date shall be borne by Gravity and Yahoh, respectively. |
| (1) | Since Yahoh shall sign this Agreement after investigating and reviewing the rights, status and use of the target property, Gravity shall not be held liable for faults in the public registration books or land register, a difference in structures and quantities caused by unregistered buildings and others, third parties’ rights over the target property under the property register, etc. | ||
| (2) | Gravity shall not be held liable for an impossibility of development and construction approvals due to administrative regulations and other reasons, and Yahoh shall faithfully fulfill this Agreement. |
| (1) | From the payment of the contract price to the payment of the remaining price, one party shall not use this Agreement, and borrow the other party’s title or trademark or others, or do any deed of leaking information or conducting publicity to third parties. | ||
| (2) | Yahoh shall not use Gravity’s business confidentiality and other information acquired through this Agreement for purposes other than those herein, and shall not provide or leak it to third parties. This confidentiality obligation shall continue to be enforced even after this Agreement ends. |
| (1) | Yahoh shall immediately notify Gravity in writing of a change in its title, address, and contacts, as well as a consequential change in its status. | ||
| (2) | Yahoh shall be held liable for all damages sustained by its non-fulfillment of written |
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| notice under Section 1. |
| (3) | In case Gravity has sent a notice (including proof of contents) of its intention to cancel this Agreement and other matters relating to this Agreement to Yahoh’s address as noticed (unless a written notice is made otherwise, to Yahoh’s address specified herein), an expression of its views shall be considered delivered. |
| (1) | Despite one party’s request that the other party should correct its violations of this Agreement, if the other party fails to do so within seven (7) days of such a request, one party may terminate this Agreement with a written notice. | ||
| (2) | Notwithstanding the foregoing Section, in case Yahoh has not paid the remaining price specified under Section 2 of Article 4 herein, Gravity may immediately terminate this Agreement. | ||
| (3) | In case this Agreement has been terminated due to the foregoing reason (in case Yahoh has failed to pay the remaining price specified under Section 2 of Article 4 herein on the due date), the contract price specified under Section 2 of Article 4 herein shall be regarded as damages sustained by Gravity due to the termination of this Agreement, and shall finally belong to Gravity. Likewise, Yahoh shall not claim the return of the contract price from Gravity. |
| (1) | Notwithstanding Article 8 herein, Gravity shall remove the mortgage established on June 2, 2000 by Kid’s College Co. on the target property by the Yahoh’s payment date for the remaining price. | ||
| (2) | If the foregoing mortgage by Kid’s College Co. has not been removed by the remaining price payment date, Yahoh shall pay Gravity the remainder after deducting 150 million (150,000,000) won from the remaining price. | ||
| (3) | In case Gravity has removed the entire mortgage by Kid’s College Co. after the payment of the remaining price (in case Gravity has prepared documents required for removing the mortgage and provided them to Yahoh, Yahoh shall positively cooperate in removing the mortgage). Yahoh shall pay Gravity the 150 million (150,000,000) won within five (5) days of Gravity’s requested date. | ||
| (4) | One billion (1,000,000,000) won paid as a deposit on May 8, 2006 shall constitute a portion of the contract price on the date of signing this Agreement. |
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| May 22, 2006 | ||||
| II Young Ryu | ||||
| Chairman and Chief Executive Officer | ||||
| Gravity Co., Ltd. | ||||
| 14th floor, Meritz Tower, 825-2 Yeoksam-dong, | ||||
| Gangnam-gu, Seoul | ||||
| Doo-hyun Yang | ||||
| Chairman and Chief Executive Officer | ||||
| Yahoh Communication Ltd. | ||||
| Room 1014, World Meridian Venture Center, | ||||
| 60-24 Gasan-dong, Geumcheon-gu, Seoul | ||||
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