THIRD AMENDMENT TO EXCLUSIVE RAGNAROK AUTHORIZATION AND DISTRIBUTION AGREEMENT

Exhibit 4.45

THIRD AMENDMENT TO EXCLUSIVE RAGNAROK

AUTHORIZATION AND DISTRIBUTION AGREEMENT

This Third Amendment (hereinafter referred to as “this Amendment”) is made and entered into on this 29^th day of October, 2012, 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 00X Xxxxxxxx Xxxxxx BIZ Tower, 0000, Xxxxxx-Xxxx, Xxxx-Xx, Xxxxx, Xxxxx and Level Up! Interactive S.A (hereinafter referred to as “XXXXX”), a corporation having its principal place of business at Xxxxxxx Xxxxxxxxx, 0000 – 8o. andar, 04046-000, 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 XXXXX (“Parties” collectively) entered into an Exclusive Ragnarok Authorization and Distribution Agreement (“The Agreement”), dated March 2^nd, 2009.

WHEREAS, Parties entered into a First Amendment to Exclusive Ragnarok Authorization and Distribution Agreement (“First Amendment”), dated January 17^th, 2011.

WHEREAS, Parties entered into a Second Amendment to Exclusive Ragnarok Authorization and Distribution Agreement (“Second Amendment”), dated August 1^st, 2011.

WHEREAS, Parties hereto desire to renew The Agreement as specified below.

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

1. Renewal Term

Parties agreed to extend The Agreement for One (1) year from the expiration of The Agreement extended by the First Amendment with conditions stated in this Amendment. The newly extended term of The Agreement shall be from March 2^nd, 2013 to March 1^st, 2014 without any Authorization Fee.

2. 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 amended by its amendments, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

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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:						Name:
Title:						Title:
						Level Up! Interactive S.A
						By:
						Name:
						Title:

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