Exhibit 2
SHARING AGREEMENT
WHEREAS, certain of the undersigned are securityholders, direct or
beneficial, of Gravity Co., Ltd., a Korean corporation ("Gravity");
WHEREAS, Ramius Capital Group, L.L.C. ("Ramius Capital") and certain
entities and funds affiliated with Ramius Capital (the "Ramius Entities"), and
Moon Capital Management LP ("Moon Capital") and certain entities and funds
affiliated with Moon Capital (the "Moon Capital Entities") wish to pursue
methods to maximize the value of Gravity common stock and American Depositary
Shares and protect the rights of minority investors (the "Goal").
NOW, IT IS AGREED, this 28th day of March 2006 by the parties hereto:
1. In accordance with Rule 13d-1(k)(2) under the Securities Exchange
Act of 1934, as amended, the Ramius Entities, on the one hand, and the Moon
Capital Entities, on the other hand, agree to make individual filings on behalf
of each of them of statements on Schedule 13D with respect to the securities of
Gravity to the extent required under applicable securities laws. The Ramius
Entities and the Moon Capital Entities shall be responsible for the accuracy
and completeness of their own respective disclosure therein.
2. So long as this agreement is in effect, the Ramius Entities and the
Moon Capital Entities shall provide written notice to the other of (i) any of
their purchases or sales of securities of Gravity or (ii) any securities of
Gravity over which they acquire or dispose of beneficial ownership. Notice shall
be given no later than one business day after each such transaction and when
such party no longer intends to pursue the Goal.
3. The Ramius Entities and the Moon Capital Entities agree to share
equally (i) the legal fees and expenses of Hannuri Partners as legal counsel in
Korea in connection with matters relating to pursuing the Goal and (ii) certain
other expenses relating to their investments in Gravity as may be mutually
agreed upon in writing, from time to time, between the Ramius Entities and the
Moon Capital Entities.
4. The relationship of the parties hereto shall be limited to pursuing
the Goal in accordance with the terms of this Sharing Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
be construed to authorize any party to act as an agent for any other party, or
to create a joint venture or partnership, or to constitute an indemnification
obligation. Nothing herein shall restrict any party's right to purchase or sell
securities of Gravity, as it deems appropriate, in its sole discretion, provided
that all such purchases and sales are made in compliance with all applicable
securities laws and the notice requirements set forth in Section 2 hereto. No
party shall have any liability for the repayment or discharge of any debts and
obligations of any other party. For the avoidance of doubt, there are no
profit-sharing or similar arrangements among the parties with respect to the
Goal or otherwise.
5. This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
6. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive jurisdiction
of the Federal and State Courts in the State and County of New York.
7. Any party hereto may terminate its obligations under this agreement
at any time on 24 hours' written notice to all other parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Sharing Agreement to be
executed as of the day and year first above written.
RAMIUS CAPITAL GROUP, L.L.C.
By: C4S & Co., L.L.C.,
as managing member
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
MOON CAPITAL MANAGEMENT LP
By: JWM Capital LLC, its general partner
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Managing Member
