Lease Agreement
Exhibit
4.11
【Lessor】
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Address: Rm.
#4208, E Bldg. Tower Palace APT, 467-17, Dogok-dong, Kangnam-gu, Seoul
National ID:
570405-2468517
Name: Xxx,
Xxx-ok (hereinafter referred to as “Lessor”.)
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【Lessee】
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Address:
6th
Fl., Daelim Acrotel, 000-0, Xxxxx-xxxx, Xxxxxxx-xx, Xxxxx
Company Name:
WEBZEN Inc.
Name: Kim,
Nam-ju/ Representative Director (hereinafter referred to as “Lessee”.)
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Both parties
mentioned above have signed this Lease Agreement in order to lease specified
space within Daelim Acrotel, C Building of Daelim Acrotown (hereinafter referred
to as “Leased
Property”) under the
terms and conditions as stipulated below.
Article 1 (Leased
Property)
1. The Lessor shall
lease the Leased Property below to the Lessee.
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Leased
Property
553.306
pyeong (including shared area), 8th
Fl., Daelim Acrotel, C Building of Daelim Acrotown, 000-0, Xxxxx-xxxx,
Xxxxxxx-xx, Xxxxx
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0.
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The Lessee
shall have no other right on this property except for that of using the
Leased Property pursuant to provisions specified in this Agreement and any
and all of premiums including goodwill shall not be
recognized.
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3.
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The Lessee
shall lease this Leased Property for the purpose of business office and
shall not use it for other purposes such as wholesale or retail. In
addition, even when bringing in any object for office purposes, if it is
determined that such action may hinder the business of other occupants,
the Lessor may not permit bringing in such object or may cancel this
Agreement.
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Article 2 (Lease
Period)
1.
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Lease period
of this Lease Agreement shall be two years (from Dec. 31, 2005 to Dec. 31,
2007) from date of balance payment by the Lessee (expected occupation
date). However, if the Lessor or the Lessee does not notify the other
party of intention to terminate the agreement until three (3) months
before expiration of the contract period, this Lease Agreement shall be
deemed to be automatically extended for one (1) year only one time under
the same conditions as this Lease Agreement without execution of the
agreement.
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1
2.
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If the Lessee
does not occupy the Leased Property or pay the full amount of lease
deposit specified in Paragraph 1 of Article 3 to the Lessor within thirty
days from the date of balance payment (expected occupation date), the
Lessor may terminate this Agreement without
notification.
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Article 3
(Leasehold Deposit)
1.
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Leasehold
deposit shall be 3,319,836,000 won and be paid to the Lessor as specified
below.
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Type
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Due
Date
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Amount
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Remarks
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Down Payment
(15%)
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09/01/2005
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497,975,400
won
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Intermediate
Payment (0%)
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-
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||
Balance
Payment (85%)
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12/31/2005
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2,821,836,000
won
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Total
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3,319,836,000
won
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2.
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In the event
that this Agreement has been cancelled or terminated pursuant to Paragraph
2 of Article 2 and Paragraph 1-1 of Article 15, the down payment shall
revert to the Lessor as a penalty without any condition and the Lessee
shall not claim refund of it.
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3.
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The Lessee
shall not claim the Lessor any interest for the Lease
Deposit.
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4.
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The Lessee
shall not substitute payment of fees such as rent, management expenses,
etc with the Lease Deposit, assign the right to claim refund of the Lease
Deposit nor provide it as the pledge or other security to
others.
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5.
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The Lessor
may deduct from the lease deposit expenses or debts to be borne by the
Lessee under this Agreement at its discretion and apply the amount to its
claim. In this case the Lessor shall notify the Lessee of it in writing
and the Lessee shall supplement the deducted amount within ten (10) days
from the written notice.
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6.
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In the case
of termination or expiration of this Lease Agreement, when the Lessee has
transferred this Leased Property to the Lessor, the Lessor shall return
the Lease Deposit to the Lessee. However, if there is any unpaid expense
or liability to be paid by the Lessee in accordance with this Agreement,
the Lessor shall deduct the said amount and return the balance to the
Lessee. In the event that this building has been damaged due to the
accident from force majeure specified in Paragraph 1 of Article 18, refund
period shall be postponed without interest under mutual
discussion.
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2
Article 4
(Management Expenses)
1.
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The Lessee
shall pay the Lessor the management expenses required to maintain the
Leased Property, to the place designated by the Lessor by the
28th
day of every month (if the 28th
day of the month is holiday, by the first subsequent business day of the
financial institutions).
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2
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The Lessee
shall be responsible for internal/external management of any special
facility installed upon necessity of the
Lessee.
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3.
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Calculation
of management expenses shall begin on the start date of interior works and
end on the evacuation date. If the time to calculate management expenses
starts or ends in the middle of the month, the management expenses shall
be calculated by the number of
days.
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4.
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If the Lessee
does not pay the monthly management expenses until due date, the Lessee
shall pay to the Lessor the monthly management expenses plus additional
default interest calculated by number of delayed days by applying default
interest rate of 24% per annum to the monthly management
expenses.
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**
Management expenses shall be charged from start of interior construction for
occupation.
Article 5
(Adjustment of Lease Deposit and Management Expenses)
1.
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In spite of
lease period or its extension specified in Paragraph 1 of Article 2, the
Lessor may increase or decrease the lease deposit and the management
expenses specified in Article 4 for the following cases under mutual
discussion.
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(1)
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When
taxes and
dues for the Leased Property
or business of the Lessor have increased/decreased or are expected to
increase/decrease;
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(2)
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When
electrical charge, water supply/sewage fee, cooling/heating expenses,
cleaning expenses, labor cost of management personnel, etc. required for
maintenance of the Leased Property have increased;
or
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(3)
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When there
are changes in general economic conditions such as increase of prices,
change of ambient market conditions,
etc.
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2.
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For the
previous clause, in principle, adjustment shall be conducted once a year
and it shall be effective when thirty days has passed from the date of
notice by the Lessor to the
Lessee.
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Article 6 (Use of
Parking Lot and Communication Facilities)
1.
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The Lessee
may, free of charge, use parking lot attached to the building for the
number of vehicles permitted in accordance with ratio of lease
area.
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2.
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For other
vehicles than specified in the foresaid clause (including visitors’
vehicles), it shall follow parking lot management rules of the
building.
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3.
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Communication
facilities such as telephony, telex, etc. can be connected at the expenses
of the Lessee after getting written approval of the Lessor only when it is
approved by the authority.
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4.
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The Lessee
shall notify the Lessor of such connection after connecting the
communication facilities pursuant to the previous clause and management
and repair of the facilities shall be borne by the
Lessee.
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Article 7
(Compliance Obligations of the Lessee)
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The Lessee shall
comply with all regulations on use and management of the Leased Property and
facilities specified by the Lessor during execution of businesses by the staff
and employees of the Lessee.
Article 8
(Prohibition of Right, Sublease, etc.)
1.
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The Lessee
shall not assign any right under this Agreement or sublease part or all of
the Leased Property to the third party unless getting prior written
approval or consent of the
Lessor.
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2.
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The Lessee
shall not let the third party occupy the Leased Property or indicate the
third party’s name or use it as the third party’s liaison office without
prior written consent of the
Lessor.
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3.
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When the
Lessee violates previous two clauses, the Lessee may not raise any
objection nor claim any indemnity even if the Lessor terminates this
Agreement at its discretion.
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Article 9 (Property
Protection)
Safety management
for the properties of the Lessee such as office supplies, vehicles, etc. shall
be the Lessee’s
responsibility and the Lessor shall not be responsible for fire, theft,
destruction, etc.
Article 10
(Prohibitions for the Lessee)
1.
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The Lessee
shall not conduct the following behaviors within this building and related
subsidiary buildings:
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(1)
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To use
building to give the public unpleasantness or to install or display
signboard or advertisement or use or leave all sorts of installations on
the passage or other shared facilities without getting prior approval of
the Lessor;
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(2)
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To carry in
or keep explosive or dangerous objects, or articles that are dangerous to
human body or give unpleasant feelings or may damage the
properties;
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(3)
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To use fuels
and equipments to make heat such as oil or gas or electric heater other
than supplied by the Lessor;
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(4)
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To carry in
or use cooling/heating equipment, vending machine or cooking utensils
without written consent of the
Lessor;
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(5)
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To raise
animals that generally give unpleasantness or
disgust;
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(6)
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To damage or
stain structures, instruments or facilities installed by the Lessor or
change structures without consent of the
Lessor;
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(7)
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To conduct
all sorts of illegal manufactures, sales or entertainments that violates
the public morals or give the public unpleasantness;
or
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(8)
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To conduct
other activities that are prohibited by Article 20 of the Management
Regulations or requested in writing by the Lessor upon
necessity.
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Article 11
(Structural Change and New Construction within the Leased Property)
1.
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When the
Lessee wants to conduct the following activities, it shall get prior
written consent of the Lessor and the expenses for such activities shall
be borne by the Lessee. However, the Lessor may take restriction against
and required actions for the construction in order to contribute to the
uniformity of building management and reinforce accident protection
function:
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4
(1)
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To operate
facilities, construct or change partitions, window frames, etc. within the
Leased Property;
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(2)
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To newly
construct or move power or lights, or newly construct, expand or change
facilities such as communication facilities, water supply, gas,
etc.;
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(3)
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To indicate
company name, trademark, or other indications on the exterior within the
Leased Property (including entrance door, exterior wall, glass, shutter,
etc.)
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(4)
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To install
signboard or advertisements
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(5)
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To fix safety
box, or carry in, fix, etc. other heavy materials;
or
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(6)
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To conduct
other activities specified by the Lessor
separately.
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2.
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The Lessee
shall not have any right to claim return of expenses for all subsidiary
facilities and installations borne by the Lessee pursuant to the previous
clause nor to claim purchase of the subsidiary materials, and shall
recover the original status upon request of the Lessor
.
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Article 12
(Repair)
1.
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Repair costs
for naturally worn wall, ceiling, floor, etc. of the Leased Property shall
be borne by the Lessor and other repair costs shall be borne by the
Lessee.
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2.
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When the
Lessee has found the place to be repaired as specified in the previous
clause, it shall immediately notify the Lessor of it and if the Lessee
repairs the place, it shall discuss with the Lessor in
advance.
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3.
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The Lessee
agrees to waive repayment right of all of necessary expenses borne by
itself pursuant to Clause 1
above.
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Article 13
(Indemnification)
1.
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If the Lessee
or its employee, customer or related person has damaged or destroyed the
Leased Property or facilities within the building, or inflicts physical
injury or property damage on the Lessor or to a third party including
other lessees with intention or neglect, the Lessee shall immediately
notify the Lessor and at the same time compensate the Lessor or the third
party for such damages promptly under its internal/external
responsibilities.
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2.
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The Lessor
may enter the Leased Property to take emergency action by dismantling or
destroying lock of the entrance gate without approval of the Lessee when
emergent or urgent situation that does not permit prior understanding of
the Lessee has occurred.
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Article 14
(Termination of the Agreement by the Lessor)
1. In the event
that the Lessee has conducted the following activities, the Lessor may terminate
this Agreement without notification:
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(1)
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When the
Lessee does not occupy the Leased Property or has not paid the Lessor the
balance of the Lease Deposit pursuant to Paragraph 1 of Article 3 until
one month has passed from the due date of the balance (expected date of
occupation);
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(2)
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When the
Lessee has failed to pay rent, management expenses or any expense under
this Agreement two times or
more;
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(3)
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When Lease
Deposit has been subject to the pledge or other security or
foreclosure;
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(4)
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When the
Lessee has gone into bankruptcy or default, or signed property transfer
agreement or reconciliation agreement with its creditor for the purpose of
settlement of debt, or there is any claim of proceeding for company
readjustment of the Lessee;
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(5)
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When honor
and credit of the Lessor have been damaged due to activity of the
Lessee;
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(6)
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When the
Lessee has experienced suspension of current trade or is subject to
unrecoverable insolvency; or
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(7)
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When there is
any activity violating any provision of this
Agreement.
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2.
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In the case
of the above clause, the Lessor may terminate this Agreement and demand
transfer of the Leased Property at any time and institute necessary legal
procedures. In such case, the Lessee may not decline the transfer of the
Leased Property on the ground that the Lessor keeps the lease
deposit.
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Article 15
(Evacuation and Restoration to the Original State)
1.
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When this
Agreement expires or is terminated, the Lessee shall remove its
possessions and properties and deliver the entire Leased Property to the
Lessor on or before the date of
termination.
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2.
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The Lessee
shall remove installed equipment, partitions, structure. etc. at its own
expenses at the same time of expiration or termination of this Agreement
and restore the original state at the time of contract start. However, the
Lessor may carry out the works on behalf of the Lessee at the expenses of
the Lessee upon request of the
Lessee.
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3.
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If the Lessee
cannot remove its possessions and properties or restore the original state
of the Leased Property before evacuation due to any cause, the Lessee
shall pay the Lessor the amount corresponding to usual rent and management
expenses from the termination date of this Agreement to the date of actual
evacuation or restoration as compensation.
However, both
parties may agree to keep part or all of the
facilities.
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4.
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Any accident,
defect of the building, etc. generated due to failure of restoration to
the original state by the previous lessee (Incube Tech) shall be processed
at the Lessor’s expenses.
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Article 16
(Enforcement of Evacuation)
1.
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If the Lessee
does not evacuate the Leased Property after termination or expiration of
this Agreement, the Lessor may remove articles owned by the Lessee from
the Leased Property and keep them in any place designated by the Lessor.
In this case, all of responsibilities and expenses accrued shall be borne
by the Lessee.
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2.
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For the case
of removal under the previous clause, the Lessee shall not claim
compensation against the Lessor on the ground of the invalidity of
termination of the Agreement or other
reasons.
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Article 17 (Force
Majeure )
1.
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The Lessor
shall not be responsible for any and all of damages on the Lessee or the
third parties due to storm and flood, earthquake, war, riot, other legal
force majeure or other reasons that are not attributable to the
Lessor.
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2.
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The reasons
specified in the previous clause shall not have influence on right of the
Lessor already occurred under this
Agreement.
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Article 18
(Amendment of the Agreement)
The Lessor and the
Lessee may modify and amend the Agreement under mutual agreement even before
termination of the Lease Period or during extended period if there is any
reasonable and unavoidable reason.
Article 19
(Designation of Manager)
1.
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The Lessor
may designate the third party manager for proper management of the Leased
Property and Daelim Acrotown.
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2.
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The foresaid
manager shall be the representative of the Lessor against the
Lessee.
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Article 20
(Management Regulations and Standing Rules)
1.
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The Lessor
shall establish and enforce management regulations and its detailed rules
for its properties in accordance with this
Agreement.
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2.
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The Lessee
shall approve that the foresaid management regulations are part of this
Agreement and comply with
them.
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Article 21 (Seal to
be used)
1.
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In case the
Lessee signs the Agreement itself, in principle, it shall attach the
certificate of the seal and affix the registered
seal.
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2.
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In case the
Lessee lets the third party sign the Agreement on behalf of the Lessee, it
shall attach the certificate of its seal and the power of attorney affixed
by the registered seal and affix the registered
seal.
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3.
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All of the
documents for change of right or execution of obligations (execution of
contract, amendment, cancellation, etc.) under this Agreement shall be
affixed by the seals affixed on this Agreement.
In case a
certificate of the seal to be used is submitted and attached by the seal
certificate in connection with Clause 1, 2 or 3 above, the seal to be used
may be affixed.
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Article 22
(Jurisdiction)
A
court having jurisdiction over the location of the Leased Property shall have
jurisdiction for any lawsuit or mediation for this Agreement.
Article 23
(Brokerage Commission)
Brokerage
commission shall be 0.5% and be paid by each of both parties respectively on the
date of balance payment after signing this Agreement and even though this
Agreement has been invalidated, cancelled or terminated due to circumstances of
the parties hereto without intentional or neglectful act of the intermediary, it
shall be paid (VAT excluded).
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* Special
Agreements
1. The Lessor shall
obliterate attachment registration and priority kun-mortgage on or before the
date of balance payment and cooperate with WEBZEN Inc. for establishment of the
first priority leaseholder’s right for WEBZEN Inc. at the same time of
obliteration of leaseholder’s right of Incube Tech Co., Ltd on the date of
balance payment.
2. In the case of
violation of this Agreement, the Lessor shall compensate WEBZEN Inc. for twice
of down payment and the down payment shall revert to the Lessor as a
penalty.
3. Facilities of
Incube Tech Co., Ltd. shall be removed and the Leased Property shall be restored
to the original state.
4. Date of balance
payment (expected date of occupancy) shall be Dec. 31, 2005, provided that it
may be adjusted by mutual agreement of the Lessor and the Lessee.
In Witness Whereof,
the parties hereto have prepared and caused three original copies of this
Agreement to be executed by their respective duly authorized representative, of
which each one copy shall be kept by the Lessor, the Lessee and intermediary,
respectively
Sept. 1,
2005
【Lessor 】
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Address: Rm.
#4208, E Bldg. Tower Palace APT, 467-17, Dogok-dong, Kangnam-gu, Seoul
Name: Xxx,
Xxx-ok (Proxy: Xxx
Xx-xxx)
(Seal)
National ID:
000000-0000000 (Proxy:
000000-0000000)
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【Lessee】
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Address:
6th
Fl., Daelim Acroville, 000-0, Xxxxx-xxxx, Xxxxxxx-xx, Xxxxx
Company Name:
WEBZEN Inc.
Name: Kim,
Nam-ju
(Seal)
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【Intermediary】
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Address: Rm.
#306, Wooseong Livingtel, 000-00, Xxxxx-xxxx, Xxxxxxx-xx, Xxxxx
Trade Name:
Seoul Authorized Intermediary
Name: Kim,
Ju-wan (Seal)
Business
Registration No.: 406-01-58823
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