Translation] Share Subscription Agreement
Exhibit A
[Translation]
GungHo Online Entertainment, Inc. (“GOE”) enters into this agreement (this “Agreement”) as follows with Heartis Inc. (“Heartis”) regarding subscription of 24,308 shares of common stock outlined in Schedule 1 to be newly issued based on the resolution at the board of directors held on February 14, 2008 by way of third party allotment.
Article 1 | Issuance of New Shares |
GOE shall newly issue 24,308 shares of common stock (the “Newly Issued Shares”) by way of third party allotment as outlined in Schedule 1 in accordance with the provisions of this Agreement, and Heartis shall subscribe all Newly Issued Shares.
Article 2 | Contribution on Contribution Date |
Heartis shall obtain the property specified in “4.” in Schedule 1 by April 1, 2008 (the “Contribution Date”) and shall contribute it to GOE on Contribution date.
Article 3 | Indemnification |
Heartis shall indemnify GOE at GOE’s request for any damage, losses or expenses incurred by GOE as a result of or in connection with breach of Heartis’s obligation of the preceding article.
Article 4 | Governing Law and Language |
1. | This Agreement shall be governed under, and construed in accordance with, the laws of Japan. |
2. | This Agreement has been prepared in the Japanese language. |
Article 5 | Jurisdiction |
The parties to this Agreement agree that the Tokyo District Court has the exclusive jurisdiction as the court of first instance with regards to any dispute concerning this Agreement.
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Article 6 | Good Faith Consultation |
Each party to this Agreement agrees to consult in good faith to resolve any matter not set out in this Agreement in accordance with the objective of this Agreement.
[Remainder of page intentionally blank.]
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This Agreement is prepared in duplicate, and GOE and Heartis shall each retain one original copy.
February 14, 2008
GOE: | 0-0-0 Xxxxxxxxx, Xxxxxxx-xx, Xxxxx | |
GungHo Online Entertainment, Inc. | ||
President & CEO Xxxxxx Xxxxxxxxx [Seal] | ||
Heartis: | 0-00 Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx Heartis Inc. | |
CEO Taizo Son [Seal] |
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Schedule 1
Outline of Newly Issued Shares
1. Number of Newly Issued Shares | 24,308 shares of common stock | |
2. Allocation method | Third party allotment to Heartis | |
3. Calculation method of price | Price shall be determined as a quotient of maximum amount of capital increase based on a calculation in compliance to Ordinance of Company Act, Article 37 (1) divided by 24,308. | |
4. The contributed property is 3,640,619 shares of common stock (value: 4,035,180,549 yen in total) of Gravity Co., Ltd. (address of the main office: Nuritkum Square Business Tower 00X, 0000, Xxxxxx-Xxxx, Xxxx-Xx, Xxxxx, Xxxxx). | ||
5. Amount of capital and capital reserve to be increased | Amount of capital to be increased shall be a roundup amount of half of maximum of capital increase based on a calculation in compliance to Ordinance of Company Act, Article 37 (1). Amount of capital reserve to be increased shall be a rounddown amount of half of maximum of capital increase based on a calculation in compliance to Ordinance of Company Act, Article 37 (1). | |
6. Contribution Date of the property as stated in 4 above | April 1, 2008 (Tue) | |
7. Each item above is conditional on the effectiveness of a registration statement with respect to the Newly Issued Shares in accordance with Financial Instruments and Exchange Law. |
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