exv4w92






Exhibit 4.92




THIRD AMENDMENT TO

EXCLUSIVE RAGNAROK SOFTWARE LICENSE AGREEMENT




This Third Amendment to the Exclusive Ragnarok Software License Agreement(“this Amendment”) is made
as of this 16th day of October, 2010, by and between Gravity Co. Ltd., a corporation
duly organized and existing under the laws of the Republic of Korea (“Korea”) and having its
offices at 15F, Nuritkum Square Business Tower, 1605, Sangam-Dong, Mapo-Gu, Seoul, Korea
(“Licensor”), and Gravity EU SASU (“Licensee”), a corporation duly organized and existing under the
laws of France and having its principal place of business at 1 Place de la Coupole, Tour Areva 30
Floor, Paris La Defense, 92084, France.



RECITALS




WHEREAS, Licensee, Licensor and Mados, Inc. have entered into Assignment of the Agreement on October 20th, 2006. Thereafter, Licensee has been recognized as the successor party
 of Mados, Inc. to the Exclusive Ragnarok Software License Agreement(“the Agreement”) executed between Licensor and Mados, Inc. on August 22nd, 2005 to distribute and market the online role
playing game under the brand name of “Ragnarok” in France, Belgium, The United Kingdom, Finland, Sweden, Norway, Ireland, Scotland, Denmark and Spain.




WHEREAS, Licensor and Licensee (collectively “Parties” ) have executed Second Amendment to
the Exclusive Ragnarok Software License Agreement on the 29th day of June, 2010 by
which the Term of the Agreement has been extended from June 29th , 2010 to December
28th, 2010(“First Renewed Term”).



WHEREAS, the Parties now desire to amend the Agreement as specified below.



AGREEMENT




NOW, THEREFORE, the parties hereto agree as follows:




			
	1.	 	Term Extension of the Agreement






	 	 	Parties agreed to extend the Agreement for three (3) years (“Second Renewed Term”) from
theexpiration date of the Agreement. The newly extended term of the Agreement shall be
from December 29th, 2010 to December 28th, 2013.






			
	2.	 	Royalty






	 	 	The Article 5.2 in the Agreement shall be deleted in its entirety, and replaced with the
following language:




1









 












	 	5.2	 	Royalty Payment and Report
	 
	 	In addition to the License Fee, Licensee shall pay to Licensor as Royalty payments Thirty
percent (30%) of the Gross-Sales Amount paid by End Users (“Royalty”) for the period of this
Agreement. Subject to Section 5.4 below, the Royalty Payment shall be paid on a monthly
basis within twenty (20) days after the end of the applicable month. The Royalty Payment
shall be deemed made upon presentation of Licensee whether in fax or any other means the
remittance confirmation or notice to Licensor. In any case, unless Licensor actually
receives the remitted amount, the payment shall not be deemed to be paid. Licensee shall
also provide Licensor with a report (“Royalty Report”) on a monthly basis within twenty (20)
days after the end of the applicable month. Each Royalty Report shall contain detailed
information on the calculation of Gross Sales Amount for the applicable month.






			
	3.	 	Territory






	 	 	The Article 1.19 of The Agreement shall be amended as the following language and this
amended article shall be effective from 15th date of October 2010 :






	 	1.19	 	“Territory” shall mean the territory of the following European Countries:






	 	 	 	France, Belgium, The United Kingdom, Finland, Sweden, Ireland, Denmark, Spain, Austria, Bulgaria, Cyprus, Czech, Republic, Estonia, Germany, Greece, Hungary, Italy,
Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Switzerland, Turkey, Norway, Scotland(32 service territories in total).








			
	4.	 	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 WITNESSETH WHEREOF, the parties hereto have executed this Amendment as of the day and year first
written above.



2









 





	 	 	 	 	 	 	 
	LICENSOR:	 	 	 	 
	Gravity Co.,Ltd.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	________________________________________	 	By:	 	________________________________________
	Name
	 	Toshiro OHNO	 	Name:	 	Yoon Seok Kang
	Title:
	 	President, CEO	 	Title:	 	CEO
	Date:
	 	October 16, 2010	 	Date:	 	October 16, 2010
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LICENSEE:	 	 	 	 
	 
	 	 	 	 	 	 
	Gravity EU SASU	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	________________________________________	 	 	 	 
	Name:
	 	Changki Kim	 	 	 	 
	Title:
	 	General Director	 	 	 	 
	Date:
	 	October 16, 2010	 	 	 	 







3