exv4w94






Exhibit 4.94




FIRST AMENDMENT TO EXCLUSIVE RAGNAROK

AUTHORIZATION AND DISTRIBUTION AGREEMENT



This First AMENDMENT (This “Amendment”) is made and entered into on this 17th 
 day of January, 2011, by and between Gravity Co., Ltd., (hereinafter referred to as
“Gravity”), a corporation duly organized under the laws of the Republic of Korea, having its
principal offices at 15F Nuritkum Square BIZ Tower, 1605, Sangam-Dong, Mapo-Gu, Seoul, Korea and
Level Up! Interactive S.A (hereinafter referred to as “LUISA”), a corporation having its principal
place of business at Avenida Dr. Cardoso de Melo, No. 1608, 11o Andar Cj. 111/112, 04548-005, in
the city of Sao Paulo, State of Sao Paulo, enrolled with the Ministry of Finance Tax Registration
Number under CNPJ/MF 06.142.151/0001-60.




RECITALS



WHEREAS, Gravity and LUISA (“Parties” collectively) entered into an Exclusive Ragnarok
Authorization and Distribution Agreement (“The Agreement”), dated March 2nd, 2009.



WHEREAS, this Amendment is supplemental to the Agreement, and the Parties enter into this
Amendment, to amend certain provisions in the Agreement.



WHEREAS, Parties hereto desires to amend the Agreement as specified below.



NOW, THEREFORE, in consideration of the mutual promise and covenants contained herein, Parties
agree as follows:




1. Renewal Term



Section 12.1 of the Agreement shall be deleted in its entirety, and replaced with the following:


Parties agreed to extend the Agreement for Two (2) years from the expiration of the Agreement with
conditions stated below in this Amendment. The newly extended term of the Agreement shall be from
March 2nd, 2011 to March 1st, 2013.



Licensee shall have the option to renew the term of the Agreement for an additional term of one (1)
year without any licensee fee if Gravity decided to maintain the Game service available globally.
LUISA shall exercise the aforesaid option to renew by sending an official letter to Gravity at
least (3) months prior to the expiration of the Term of this Amendment. The option right for
renewal exists only one time.




2. Renewal Authorization Fee



LUISA shall pay to Gravity a non-recoupable and non-refundable renewal Authorization fee
(hereinafter referred to as “Authorization Fee”) in the amount of One Hundred


1









 






Thousands US Dollars (US$100,000) payable based on the following schedule:





	 	a.	 	Fifty Thousand US Dollars (US$ 50,000) shall be paid no later than May 31, 2011 and;
	 
	 	b.	 	Fifty Thousand US Dollars (US$50,000) shall be paid no later than July 31, 2011.





3. Continuing Effectiveness of the Agreement



Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.



IN WITNESS WHEREOF, Parties have executed this Amendment on the date first above written.



 



	 	 	 
	Gravity Co., Ltd.

	 	Level Up! Interactive S.A
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	By: ________________________________________
	 	By: ________________________________________
	Name: Toshiro OHNO        
                
                
       

	 	Name: Julio Vieitez        
              
                     
         
	Title: President & CEO     
                
                     
    

	 	Title: Managing Director     
                
               
       
	 
	 	 
	 
	 	 
	 
	 	 
	Gravity Co., Ltd.

	 	Level Up! Interactive S.A
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	By: ________________________________________
	 	By: ________________________________________
	Name: Yoon Seok Kang     
                
                        

	 	Name: Andréa Finardi Lançoni     
                 
            
	Title: CEO     
                
                    
                      
  

	 	Title: Financial Director     
               
               
         







2