Loan Agreement - Son Asset Management Yugen Kaisha and Techno Groove Co. Ltd.
LOAN AGREEMENT
Son Asset Management Yugen Kaisha ("SAM") and Techno Groove Co., Ltd. ("Techno
Groove") make and enter into this loan agreement (the "Agreement") as of
August 26, 2005 as follows.
ARTICLE 1 AMOUNT AND PURPOSE OF USE
1.1 SAM shall loan to Techno Groove, and Techno Groove shall borrow from
SAM, 40 billion yen (\40,000,000,000) (the "Loan") as of the
execution date of this Agreement.
1.2 Techno Groove may not use the Loan for any purpose other than for
contributions payments under the Tokumei Kumiai Agreement to be
executed between Techno Groove and EZER Inc.
ARTICLE 2 DUE DATE
Techno Groove shall repay the principal of the Loan to SAM no later than August
24, 2007.
ARTICLE 3 INTEREST
The principal of the Loan shall accrue interest at a rate of 14.5% per annum
(simple interest).
ARTICLE 4 INTEREST PAYMENT DATE
4.1 Techno Groove shall pay the interest set forth in Article 3 to SAM no
later than August 24 of each year after the execution of this
Agreement.
4.2 Interest that has become payable as set forth in Article 4.1 but has
not been paid shall be included in the principal of the Loan.
ARTICLE 5 PREPAYMENT
5.1 Notwithstanding Article 4, Techno Groove may prepay all or part of
the principal of the Loan at any time before the due date as set
forth in Article 2.
5.2 Upon prepayment as set forth in Article 5.1, Techno Groove shall,
simultaneously with such prepayment, pay the interest accrued on all
or part of the principal of the Loan to be prepaid (calculated on a
per diem basis of a 365-day year) by the prepayment date.
ARTICLE 6 ACCELERATION
If any of the following events occur, Techno Groove's obligations under this
Agreement shall automatically become due and payable without SAM giving notice
or notification to Techno Groove, and Techno Groove shall immediately repay all
of the Loan borrowed by Techno Groove.
(1) If any note or check issued by Techno Groove has been
dishonored;
(2) If a petition for commencement of bankruptcy procedures, civil
rehabilitation (minji-saisei) procedures, corporate
reorganization (kaisha-kosei) procedures, corporate
rearrangement (kaisha-seiri) or special liquidation is filed
against Techno Groove by a third party;
(3) If Techno Groove sustains an attachment or provisional
attachment; or
(4) If Techno Groove breaches the provisions of this Agreement.
ARTICLE 7 DELINQUENCY CHARGES
If the repayment becomes due as set forth in Article 2 and Techno Groove's
obligations become due and payable, SAM may request Techno Groove to pay
delinquency charges at a rate of 14.5% per annum on the outstanding principal of
the Loan until fully repaid.
ARTICLE 8 CUSTODY
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8.1 Techno Groove shall deliver to and put in the custody of
SAM 3,334 shares of common stock of GungHo Online Entertainment, Inc.
("GungHo") on August 26, 2005, and 13,336 shares of common stock of
GungHo on October 26, 2005 (those shares collectively referred to as
the "Custody Shares"); such custody will last until October 27, 2005
(the "Custody Period Expiration Date").
8.2 SAM shall not sell, purchase, loan, create a pledge or mortgage over,
or otherwise dispose of the Custody Shares until the Custody Period
Expiration Date.
8.3 SAM and Techno Groove shall determine upon consultation in good faith
the handling of the Custody Shares after the Custody Period
Expiration Date.
8.4 If GungHo's shares are subject to a stock split during the term of
this Agreement, the split shares shall be kept in the custody as set
forth in Article 8.1.
ARTICLE 9 CONSULTATION
Any matters not provided for in this Agreement shall be resolved in the spirit
of this Agreement upon consultation between the parties.
ARTICLE 10 GOVERNING LAW AND JURISDICTION
10.1 This Agreement shall be governed by and construed in accordance with
the laws of Japan.
10.2 The parties agree that the Tokyo District Court shall have exclusive
jurisdiction as the court of first instance with regards to all
disputes concerning this Agreement.
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IN WITNESS WHEREOF, SAM and Techno Groove have caused this Agreement to be
signed and sealed in duplicate and each party shall retain one copy.
August 26, 2005
SAM: Masayoshi Son
Director
Son Asset Management Yugen Kaisha
3rd Floor, Yutaka No. 2 Building
1-6-3, Nihonbashi-kakigaracho
Chuo-ku, Tokyo
[Seal]
Techno Groove: Masami Shimada
Representative Director
Techno Groove Co., Ltd.
3-21-1, Nihonbashi-hamacho
Chuo-ku, Tokyo
[Seal]