Exhibit 2
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(English translation)
STOCK PURCHASE AGREEMENT
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This Agreement is entered into as of August 29, 2005 by and between Rhoceo Co,
Ltd., located at 0000-00 Xxx Xxxxxxxx 0X, Xxxxxx-xxxx, Xxxxxx-xx, Xxxxx, Xxxxx
(the "Seller"), and Xxx Xx Xxxxx and two other persons residing at 3-1006
Sunkyung Apt., 000 Xxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, Xxxxx (collectively, the
"Purchasers").
ARTICLE 1 (PURPOSE OF THE AGREEMENT)
The purpose of this Agreement is to set forth the rights and obligations between
the Purchasers and the Seller with respect to the purchase and sale of certain
shares of GRAVITY Co., Ltd., located at 000-0 Xxxxxx Xxxxxxxx, Xxxxxx-xxxx,
Xxxxxxx-xx, Xxxxx, Xxxxx, which shares are held by the Purchaser (the "Shares").
ARTICLE 2 (TYPE AND NUMBER OF SHARES)
(1) Type: Shares of Common Stock issued by GRAVITY Co., Ltd.
(the "Company")
(2) Purchase price per share: W72,000
(3) Number of Shares: 243,948
(4) Purchase Consideration: W17,564,256,000 ("Purchase Consideration")
(5) Allocation of the Shares
Ji Xxxxx Xxx: 31,549 shares
Young Xxxx Xxx: 87,538 shares
Ji Xxxx Xxx: 124,861 shares
ARTICLE 3 (METHOD OF PAYMENT)
The Purchasers agree to make an initial payment of W3,700,000,000 (the "Initial
Payment") on the date of this Agreement and pay the balance of the purchase
consideration on September 29, 2005 as follows:
(Unit: Thousand Won)
Date Xx Xxxxx Xxx Xxxxx Xxxx Xxx Ji Xxxx Xxx Total
------------------ ------------ -------------- ----------- ------------
Initial Payment Date of Agreement W 1,500,000 W 1,200,000 W 1,000,000 W 3,700,000
Balance September 29, 2005 771,528 5,102,736 7,989,992 13,864,256
------------------ ------------ -------------- ----------- ------------
Total W 2,271,528 W 6,302,736 W 8,989,992 W 17,564,256
ARTICLE 4 (REGISTRATION OF TRANSFER OF TITLE)
Following the payment in full of the Initial Payment, the Purchasers shall
promptly request the Company to register the transfer of title of the Shares
pursuant to this Agreement. The Seller shall provide the Company with written
notice of its sale of the Shares.
ARTICLE 5 (TRANSFER OF THE RIGHTS)
The ownership rights with respect to the Shares shall transfer to the Purchasers
at the time that this Agreement is executed irrespective of the transfer of
title. The Seller hereby acknowledges that any and all rights relating to the
Shares shall belong to the Purchasers and that the Seller has no objection to
this fact.
ARTICLE 6 (EFFECTIVENESS)
This Agreement shall take effect at the time it is signed and sealed by the
parties hereto.
ARTICLE 7 (TAXES AND FEES)
Each party hereto shall be responsible for the taxes and fees due such party
arising in connection with the transactions contemplated hereby.
ARTICLE 8 (SPECIAL COVENANT)
The Purchaser may cancel this Agreement by giving written notice of cancellation
within ten days from the date of this Agreement, provided that an interest at
the rate of 10% per annum shall be added on the amount of refund due to the
Purchasers.
ARTICLE 9 (SETTLEMENT OF DISPUTES & THE COURT OF FIRST INSTANCE)
The parties hereto shall consult with each other to resolve amicably any dispute
arising in connection with this Agreement. In the event such dispute cannot be
resolved amicably, the parties hereby submit to the jurisdiction of the Seoul
District Court for the purpose of resolving such dispute.
IN WITNESS WHEREOF, the parties hereto have executed two copies of this
Agreement and which shall be prepared, signed, sealed and kept for records by
each party.
August 29, 2005
THE SELLER:
Rhoceo Co., Ltd.
0000-00 Xxx Xxxxxxxx 0X, Xxxxxx-xxxx, Xxxxxx-xx, Xxxxx, Xxxxx
By: /seal/ Xxxx Xxxxx Hyun, Representative Director
THE PURCHASERS:
Ji Xxxxx Xxx /seal/
Young Xxxx Xxx /seal/
Ji Xxxx Xxx /seal/
3-1006 Sunkyung Apt., 000 Xxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, Xxxxx.
