exv4w9






Exhibit 4.9




English Translation




LEASE AGREEMENT

Lessor: LIG Insurance Co., Ltd.




Lessee: Gmarket Inc.

LEASE AGREEMENT




This Lease Agreement (this “Agreement”) is entered into on March 4, 2009 by and between LIG
Insurance Co., Ltd. (the “Lessor”) and Gmarket Inc. (the “Lessee”) under the following terms and
conditions:



Article 1

(Description of Leased Premises)





	(1)	 	The Lessor intends to lease to the Lessee, and the Lessee intends to lease from the Lessor,
certain parts of the Building (the “Leased Premises”) the details of which are described
below:





Description of Leased Premises





	 	 	Location: LIG Insurance Co., Ltd. Bldg., 649-11 Yoksam-dong, Kangnam-gu, Seoul, Korea
	 
	 	 	9th Floor 1,427.25 m(2) (including the common area)

	 
	 	 	8th  Floor 1,427.25 m(2) (including the common area)
	 
	 	 	7th  Floor 1,427.25 m(2) (including the common area)
	 
	 	 	6th  Floor 1,427.25 m(2) (including the common area)
	 
	 	 	     Total: 5,709.00 m(2)





(Attached Drawing)





	(2)	 	The Lessee shall use and occupy the Leased Premises for the purpose of office space. The
Lessee may not use the Premises for any other purposes.





Article 2

(Lease Term)





	(1)	 	The term of lease (the “Lease Term”) shall be a period of twelve (12) months commencing on
March 1, 2009 and ending on February 28, 2010, provided however, this Agreement shall be
extended for a period of one (1) year unless either party in a written document notifies the
other of the objection to the extension until one month before the termination of the
Agreement.
	 
	(2)	 	During the Lease Term, this Agreement may be terminated by giving a three (3) months’ prior
written notice of termination to the other party and by mutual agreement between




 









 






	 	 	the parties. This Agreement shall be deemed as having terminated three (3) months after the
date of such three (3) months’ prior written notice.





Article 3

(Security Deposit)





	(1)	 	The Lessee shall deposit to the Lessor the security deposit (the “Security Deposit”) as
follows, and no interest shall accrue on the Security Deposit:





	 	 	 	 	 	 	 
	Classification	 	Amount	 	Percentage	 	Payment Due Date
	 
	Security Deposit
	 	W1,561, 944, 000	 	82%	 	Replaced by existing Security Deposit
	Additional
Security Deposit
	 	W338,056,000	 	18%	 	Upon execution of contract 
	Total
	 	W1,900,000,000	 	100%	 	 







	(2)	 	If the Lessee delays the payment of the Security Deposit by the mutually agreed due date, the
Lessor may immediately terminate this Agreement.
	 
	(3)	 	The Lessee may not apply the Security Deposit to the payment of any monthly rent or
maintenance fee, nor may the Lessee assign, pledge or provide as security to a third party its
claim for refund of the Security Deposit.
	 
	(4)	 	If the Lessee fails to perform any of its payment obligations set forth in this Agreement
within the prescribed time period, the Lessor may apply the Security Deposit toward the
payment of such unpaid amount without any procedure to take in advance. In the event that the
Lessor applies the Security Deposit toward the payment of an unpaid amount, the Lessor shall
give the Lessee a written notice of such application within seven (7) days, and the Lessee
shall, within seven (7) days from the receipt of such notice, make up the deduction from the
Security Deposit.
	 
	(5)	 	If this Agreement terminates upon expiry of the Lease Term or termination hereof or
otherwise, the Lessor shall refund the Security Deposit to the Lessee immediately after the
surrender of the Leased Premises by the Lessee to the Lessor. Provided, however, that the
Lessor shall deduct any outstanding expenses or debts payable by the Lessee hereunder from the
Security Deposit to be returned to the Lessee.





Article 4

(Monthly Rent)





	(1)	 	The Lessee shall pay to the Lessor the sum of W120,000,000 by the fifteenth day of each month
(or the next following business day, if the last day falls on a statutory holiday) (VAT
excluded).
	 
	(2)	 	If the Lease Term begins during a calendar month, the monthly rent shall be prorated by days.
The same applies if the Lease Term expires during a calendar month.





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	(3)	 	Even if the Lessee fails to move in on the commencement date of the Lease Term, the rent
shall be calculated from the commencement date of the Lease Term, provided however, if the
Lessor fails to surrender the Leased Premises to Lessee on the commencement date of the Lease
Term, the rent shall be calculated from the date of actual surrender of the Leased Premises by
the Lessor.





Article 5

(Maintenance Fee)





	(1)	 	The Lessee shall pay to the Lessor maintenance fee of W53,535,760 covering the electric
charge, water supply and sewage charge, air conditioning and heating charge, sanitation charge
and any and all expenses for maintenance and management of the building on the fifteenth day
of each month (or the next following business day, if the last day falls on a statutory
holiday). Provided however, even during the Lease Term as set forth in Article 2(1) above, the
Lessor may adjust the maintenance fee (VAT exclusive) on first day of April of each year by
giving one (1) month prior written notice.
	 
	(2)	 	The Lessee shall separately pay charges for any special facilities additionally installed by
Lessee for its private needs and any taxes and public imposts thereon to the building
management company.
	 
	(3)	 	If the Lease Term begins during a calendar month, the maintenance fee shall be prorated by
days. The same applies if the Lease Term expires during a calendar month. Provided however,
in the event an interior construction is conducted, the calculation for the maintenance fee
shall be commenced from the date agreed by the parties.





Article 6

(Default Interests)





	(1)	 	If the Lessee fails to pay the monthly rent, maintenance fee hereunder and the taxes and
public imposts set forth in Article 8 below, or to perform any of its payment obligations set
forth in this Agreement within the prescribed time period, the Lessee shall pay to the Lessor
default interests accrued thereon at the general loan rate of insurance companies calculated
pro rata for the number of days from the due date to the actual payment date. In the event
that Lessor applies the Security Deposit toward the payment of an unpaid amount as set forth
in Article 3(5) above, the payment shall be deemed to be made on the date on which the Lessee
actually makes up the deducted portion from the Security Deposit.
	 
	(2)	 	The amount paid under the Lessee’s payment obligation shall be applied in the following
order: default interests, parking fee, maintenance fee, monthly rent and the Security Deposit.
	 
	(3)	 	When the Lessor is in arrears in its payment responsibility including return of rent deposit,
the Lessor shall pay to the Lessee the late payment interest at the general loan rate of
insurance companies calculated pro rata for the number of days from the due date to the actual
payment date.





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	(4)	 	The default interest set forth in this Agreement shall accrue on the Security Deposit, the
monthly rent, the maintenance fee, parking fee, damages for delay in vacation of the leased
premises, damages for early termination, or any other payment obligation, irrespective of
whether this Agreement is terminated under Article 17 herein or expired, until such unpaid
amount has been fully paid.





Article 7

(Adjustment of Security Deposit, Monthly Rent and Maintenance Fee) 




During the Lease Term as set forth in Article 2(1) above, if any of the following events occurs,
the Lessor may give one (1) month’s written notice to the Lessee to adjust the amount of the
Security Deposit, the monthly rent and the maintenance fee:




	(1)	 	In case adjustment is needed to improve or maintain the conditions of the Leased Premises, or
Changes in taxes or public charges on the Leased Premises.
	 
	(2)	 	Changes in expenses required to maintain the Leased Premises in normal operation, including
heating & cooling charges, and labor costs for cleaning and security services;
	 
	(3)	 	Changes in cost of living or other economic conditions;
	 
	(4)	 	The maintenance fee may be adjusted on the first day of April of each year by giving one (1)
month prior written notice as set forth in Article 5 (1).





Article 8

(Use of Special Facilities and Communications)





	(1)	 	The Lessee shall give a written notice to the Lessor of the cars owned by it and shall have
free parking spaces for the number of cars designated by the Lessor according to the leased
area.
	 
	(2)	 	If the number of the Lessee’s cars to be parked in the parking lot exceeds the number of cars
designated by the Lessor, the Lessor may charge parking fees for such exceeding number of cars
pursuant to separate provisions.
	 
	(3)	 	The Lessee may install and operate communication facilities after obtaining the required
approval from the relevant authority, and after the installation of the communication
facilities, the Lessee shall give a notice of such installation to the Lessor. The Lessee
shall bear all costs of the operation and repair of the communication facilities.





Article 9

(Prohibition of Assignment of Rights or Sublease, etc.)




In any event, the Lessee may not transfer, or provide as collateral, its rights and obligations
hereunder to a third party or sublease or use all or any part of the Leased Premises for purposes
other than as set out herein without express consent of the Lessor.



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Article 10

(Use of the Leased Premises)





	(1)	 	The Lessee shall not establish residence within the Leased Premises or use the Leased
Premises for any purposes other than the ones set forth in Article 1(2). However, the Lessee
may have a night watchman with the written consent of the Lessor.
	 
	(2)	 	In the event that the Lessee desires to use some facilities within the Leased Premises, the
Lessee shall give the Lessor prior written notice thereof and pay all expenses therefor as the
Lessor requests.





Article 11

(Safe Management of Properties and Insurance)





	(1)	 	The Lessee shall be solely responsible for the safe management of its private properties
within the Leased Premises. The Lessor shall not be liable for any loss or damages sustained
by the Lessee due to fire, theft, or other accidents, unless the Lessee proves that the cause
for such damage was attributable to the Lessor.
	 
	(2)	 	The Lessee shall, at its own expense, take out fire insurance for facilities installed by it;
provided, however, that the Lessor shall, at its own expense, take out fire insurance for the
leased building.





Article 12

Article 12 (Prohibited Acts)




The Lessee may not engage in any of the following acts:




	(1)	 	An act that is unpleasant to the public, unauthorized installation, posting, or keeping of
signboards, advertising or other materials;
	 
	(2)	 	Bringing in any inflammables, dangerous goods, goods that may be harmful or offensive to the
human body or goods that may damage other property;
	 
	(3)	 	Bringing in or using heating or cooling equipment without the Lessor’s prior approval or
consent;
	 
	(4)	 	Destroying any structure, machinery or other facilities installed by the Lessor, or changing
any structure, advertisement materials or signboards without the Lessor’s prior written
consent;
	 
	(5)	 	Manufacture or sale of illegal goods.





Article 13

(Installation of Facilities within the Leased Premises)





	(1)	 	In the event that the Lessee desires to engage in any of the following acts within the Leased
Premises at its own expense, the Lessee shall obtain prior written consent of the




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	 	 	Lessor. In such case, the Lessor may restrict or oversee such acts for the purpose of
ensuring the structural safety and unity of the Leased Premises.






	 	1)	 	Installing or remodeling fire walls, partitions, windows, doors, etc; or
	 
	 	2)	 	Installing, adding or remodeling facilities for electric lights, power supply,
communication, ventilation, gas, etc.





Article 14

(Repair)




In the event facilities installed within the Leased Premises by the Lessor as of the date of this
Agreement are worn out, faded or broke down, the Lessor shall bear the cost of repair thereof.



Article 15

(Compensation for Damage)





	(1)	 	The Lessee shall immediately report to the Lessor all damage, destruction or loss of the
Leased Premises or other facilities within the building arising out of any willful act or
negligence by the Lessee or its employee or its clients, and shall compensate therefor.
	 
	(2)	 	If the Lessee fails to report to the Lessor for a substantial period any damage caused by any
third parties as set forth in Paragraph (1) above, such damage shall be deemed to be caused by
the Lessee.
	 
	(3)	 	The amount of damage according to this Article shall be calculated by the Lessor based on the
price as of the time of compensation.





Article 16

(Restriction on Access)




The Lessor or its employees may access the Leased Premises with third parties during appropriate
hours for the purpose of maintenance inspection, sanitation, fire and crime prevention, rescue, or
showing the Leased Premises to prospective tenants before the end of the Lease Term with prior
notice to the Lessee.



Article 17

(Termination of Agreement)





	(1)	 	The Lessor may terminate this Agreement within ten (10) days after giving a written notice to
the Lessee in any of the following cases:






	 	1)	 	If the Lessee delays payment of the monthly rent, maintenance fee and any other
payables hereunder for two or more months;
	 
	 	2)	 	If a third party enforces provisional attachment, attachment, provisional
disposition, or any other compulsory execution on Lessee’s claim to the Security
Deposit, or the Lessee offers the claim as a pledge or collateral;





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	 	3)	 	If the Lessee enters into bankruptcy or insolvency, or an application for the
commencement of a corporate reorganization proceeding has been filed against the
Lessee;
	 
	 	4)	 	If the Lessee is in breach of any provisions hereof or any agreements between
the Lessee and the Lessor related to this Agreement;
	 
	 	5)	 	If the Lessee delays occupation of the Leased Premises for more than two
months;
	 
	 	6)	 	If the Lessee vacates the Leased Premises for more than three months without
reasonable grounds; or
	 
	 	7)	 	If the Lessee is in breach of any other obligations hereof.






	(2)	 	The Lessee may terminate this Agreement within ten (10) days after giving a written notice to
the Lessor in any of the following cases:






	 	1)	 	If the Lessor fails to deliver the Leased Premises to the Lessee or delivers
only part of the Leased Premises not enough to achieve the purpose of the lease;
	 
	 	2)	 	If the Lessor fails to maintain the condition of the Leased Premises necessary
for the Lessee’s use of the Leased Premises in violation of Article 623 of the Civil
Law; or
	 
	 	3)	 	If there is material cause for termination, such as Lessor’s failure to
cooperate with the preservation of claims, or the Lessor is in breach of any of its
obligations hereof.





Article 18

(Expiration of Agreement)




This Agreement shall expire in any of the following cases:




	(1)	 	the Lease Term has expired; or
	 
	(2)	 	this Agreement is terminated in accordance with the provisions hereof.





Article 19

(Vacation of the Leased Premises and Restoration)





	(1)	 	Upon expiry, prior to the date of expiration of the Lease Term, the Lessee shall remove its
belongings and property, return the keys and the Lessor’s property and vacate all of the
Leased Premises to the Lessor.
	 
	(2)	 	If the Lessee fails to comply with the Lessor’s lawful request for vacation, the Lessor may
suspend electric power or water supply.
	 
	(3)	 	In the event that Lessee fails to remove its belongings and property or restore the Leased
Premises to their original conditions due to a cause attributable to the Lessee, the Lessee




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	 	 	shall pay Lessor a penalty equal to twice the monthly rent and maintenance fee for the
period beginning from the expiration of the Lease Term and ending on the fulfillment of the
obligations to vacate and restore the Leased Premises.





Article 20

(Force Majeure)





	(1)	 	The Lessor shall not be liable for any and all damages and inconveniences suffered by the
Lessee or any third party related to it due to an act of God, war, riot, any other force
majeure event or any other cause beyond reasonable control of the Lessor.
	 
	(2)	 	Any of the force majeure events stipulated in Paragraph (1) above shall not delay the payment
obligations that have already accrued hereunder.
	 
	(3)	 	If any of the force majeure events stipulated in Paragraph (1) above prevents the Lessee from
using the Leased Premises, the Lessee shall be exempted from its obligation to pay the monthly
rent and maintenance fee for the period during which the Lessee can not use the Leased
Premises.





Article 21

(Modification)




If reasonable and necessary reasons exist, the Lessor and the Lessee may modify the terms and
conditions hereof by mutual agreement in writing prior to the expiry of the Lease Term.



Article 22

(Guarantor)




If the Lessor deems it necessary, the Lessor may, by agreement with the Lessee, allow a guarantor
to jointly guarantee the Lessee’s performance of obligations hereunder.



Article 23

(Application of General Laws and Others) 




Matters which are not specified in this Agreement, or any discrepancy in the provisions of this
Agreement shall be settled in accordance with the relevant laws and generally accepted lease
practices by mutual agreement of the Lessor and the Lessee.



Article 24

(Jurisdiction)




The competent court for any disputes related to this Agreement shall be the Seoul Civil District
Court.



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Article 25

(Management Rules)




The Lessor may enact, enforce or alter management rules and by-laws for the preservation of the
Lessors’ property and management of the Lease Premises pursuant to this Agreement, and the Lessor
shall give a notice thereof to the Lessee and obtain express consent of the Lessee in order to give
such management rules and by-laws force equivalent to that of this Agreement.



IN WITNESS WHEREOF, this Agreement shall be made in two (2) copies and each of the copies duly
executed by both Parties shall be kept by Lessor and Lessee.



Article 26

(Special Agreement)




The Lessor and the Lessee hereby enter into the following special agreement regarding Uninterrupted
Power Supply (UPS) of LIG Tower.




	(1)	 	Distribution of UPS Power
	 
	 	 	The Lessor and the Lessee shall agree to allow the Lessee to use part of power supply (10KW
on the average, 15KW maximum) from the UPS equipment owned by the Lessor within LIG Tower
for the purpose of server equipment and its accessories, and if amount used by the Lessee
exceeds the agreed volume or the use is for the purpose other than agreed herein, the use by
the Lessee of the UPS power supply shall be suspended.
	 
	(2)	 	Liability
	 
	 	 	The Lessee shall not seek liability or damages from the Lessor and/or the Building
Management Company on any and all problems occurring in the course of the Lessee using the
part of the building UPS power supply including, for example, temporary suspension of UPS
power within the Building,
	 
	(3)	 	Examination and Maintenance
	 
	 	 	The Building Maintenance Company may temporarily shut down the UPS Power for examination and
maintenance of all relevant UPS equipment, (during such period, however, the power supply
comes directly from the Kepco) and the examination and maintenance schedule shall be
notified to the Lessee prior to the planned maintenance.
	 
	(4)	 	Expiration of Usage Period
	 
	 	 	The use of UPS power supply owned by the Lessor of the Lessee shall be for the Lease Term
specified in Article 2 (1). If, in the future, the Lessor has a need to use the UPS power
supply currently used by the Lessee, the Lessor may request the Lessee to suspend the use of
the concerned UPS power supply with prior notice and at the request, the Lessee shall
suspend the use of the UPS power supply and restore the connecting devices




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	 	 	to its original condition.






	(5)	 	Cost
	 
	 	 	All related cost from installing facilities and/or equipment required for the Lessee to use
the UPS power supply owned by the Lessor and the cost of restoration incurred due to the
reasons prescribed in the above (1), or (4) shall be borne by the Lessee.
	 
	(6)	 	Others
	 
	 	 	Any other item not specified in the Special Agreement regarding the use by the Lessee of the
UPS power supply owned by the Lessor shall be determined through mutual consultation between
the Lessor and the Lessee.





IN WITNESS WHEREOF both parties have prepared two (2) original copies of the Agreement signed by
their authorized representatives and the Lessor and the Lessee shall keep each copy.



March 4, 2009




The Lessor





	Address: 	 	LIG Insurance Co. LTD.,

LIG Tower 649-11

Yeoksam-dong, Gangnam-gu Seoul, Korea 135-912

Name: Representative Director, President Woo Jin KIM [seal]





The Lessee





	Address: 	 	GMARKET Inc.,

6-8th floor,

LIG Tower 649-11

Yeoksam-dong, Gangnam-gu Seoul, Korea 135-912

Name: Representative Director, Young Bae Ku [seal]






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