Document

Exhibit 4.1 


CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS
CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT
MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND
ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.


11th AMENDMENT
TO THE 2nd RENEWAL OF RAGNAROK LICENSE AND DISTRIBUTION AGREEMENT


THIS AMENDMENT (“Amendment”) is made and entered into on this 29th day September, 2021 (“Effective Date”) by and between Gravity Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea (hereinafter referred to as “Korea”) and having its principle office at 15F Nuritkum Square R&D Tower, Worldcup Bukro 396, Mapo-Gu, Seoul, 03925, Korea (“Licensor”) and GungHo Online Entertainment, Inc., a corporation duly organized and existing under the laws of Japan and having its principal office at 1-11-1 Marunouchi, Chiyoda-ku, Tokyo, 100-6221 Japan (“Licensee”). 


WHEREAS, Licensor and Licensee (“Parties”) entered into the 2nd Renewal of Ragnarok License and Distribution Agreement dated September 29, 2006 (“Original Agreement”).


WHEREAS, the Parties entered into the several Amendments (“Prior Amendments”) listed in the table below. Each amendment shall be hereinafter referred to such name as defined in the Note of the table below.


									
	Title	Signed Date
	Note
	Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement
	Dec. 17, 2007
	1st AMENDMENT

	Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement
	Sep. 9, 2008
	2nd AMENDMENT

	Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement
	Sep. 29, 2009
	3rd AMENDMENT

	Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement
	Nov. 1, 2009
	4th AMENDMENT

	2nd Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement
	May. 31, 2010
	5th AMENDMENT

	Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement
	Aug. 23, 2011
	6th AMENDMENT

	7th AMENDMENT TO THE 2nd RENEWAL OF RAGNAROK LICENSE AND DISTRIBUTION AGREEMENT
	Sep 29, 2012	7th AMENDMENT

	8th Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement 
	Sep 29, 2015
	8th AMENDMENT

	9th Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement 
	Sep 29, 2017
	9th AMENDMENT

	10th Amendment to the 2nd Renewal of Ragnarok License and Distribution Agreement 
	Sep 29, 2019
	10th AMENDMENT







WHEREAS, the Parties hereto desires to amend the Original Agreement amended by Prior Amendments (hereinafter referred to as “The Agreement”) as specified below. 


NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, Licensor and Licensee agree as follows:


1.Renewal Term
The Parties agree to extend the term of The Agreement for two (2) years (“Renewed Term”) from September 29, 2021 with conditions stated below in this Amendment. 
1








The newly extended term of The Agreement shall be from September 29, 2021 to September 28, 2023 without any License Fee.


2.Royalty Payment 
Licensee shall pay to Licensor as Royalty Payments [***] of the Net Revenue during the Renewed Term. All other Royalty Payment and Report conditions shall remain the same as set out in The Agreement. 


3.  Technical Support
During the Renewed Term, Licensor shall make commercially reasonable efforts to provide the same level of technical support for the Game as that provided by Licensor to Licensee during the preceding Renewed Term set forth in the 10th AMENDMENT (from September 29, 2019 to September 28, 2021).


4.  Continuing Effectiveness of the Original 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.


5.  Effective Date
All the Articles of The Agreement amended by this Amendment shall be effective and applicable on and from Effective Date of this Amendment as said above.




IN WITNESS WHEREOF, the Parties have caused their respective representatives to execute this Amendment in duplicate and each party retains one copy.




						
	GRAVITY Co., Ltd. 	GungHo Online Entertainment, Inc.                                
		
	By:                                    
	By:                                    

	Name: Hyun Chul Park               
	Name: Kazuki Morishita             

	Title: CEO                             
	Title: President & CEO           



2