UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x Civil Action No. 1:05-CV-04804-LAP IN RE GRAVITY CO., LTD. SECURITIES (Consolidated) LITIGATION CLASS ACTION This Document Relates to: - STIPULATION OF SETTLEMENT ALL ACTIONS

x This Stipulation of Settlement dated as of July _, 2007 (the "Stipulation") is made and entered into pursuant to Rule 23 of the Federal Rules of Civil Procedure and contains the terms of a proposed settlement of the claims arising out of the allegations made in the above-captioned action (the "Action") by and among the following Settling Parties, as defined in ¶1.23 below: (i)

Lead Plaintiff Pipefitters Locals 522 and 633 Pension Trust Fund (the "Pipefitters") (the "Lead

Plaintiff') (on behalf of itself and each of the Class Members, as defined below), and

(ii) Defendants Gravity Co., Ltd. ("Gravity" or the "Company"), Jung Ryool Kim ("J. Kim"), and Credit Suisse First Boston', Daewoo Securities Co., Ltd., CIBC World Markets Corp. and

CLSA Limited (the "Underwriter Defendants"), by and through their respective undersigned counsel of record in the Action.

This Stipulation is intended by the Settling Parties to fully, finally and forever resolve, discharge. and settle the Released Claims, as defined in ¶1.19 below, against the Released Parties, as defined in ¶1.21 below, upon and subject to the terms and conditions hereof and subject to the approval of this Court, as defined below.

1. THE LITIGATION

On and after May 2005, three purported securities class actions were filed against the

Defendants in the United States District Court for the Southern District of New York (the

"Court") on behalf of purchasers of American Depository Shares ("ADSs") of Gravity, alleging

The Action purports to name as a defendant an entity identified as "Credit Suisse First Boston." No such entity currently exists. "Credit Suisse First Boston" is the former name of a Swiss affliate ofthe U . S. underwriter of the initial public offering ("IPO") of Gravity , Credit Suisse First Boston Securities, LLC, which is now known as Credit Suisse Securities (USA) LLC. Credit Suisse Securities (USA) LLC, the entity on whom service was effected, is therefore the proper defendant in this Action and it is the only Credit Suisse entity that is the proper party to this proposed settlement. violations of the Securities Act of 1933 (the "Securities Act") as to all Defendants and the

Securities Exchange Act of 1934 ("Exchange Act") as to certain Defendants.

On December 12, 2005, the Court entered an order-consolidating those actions and, pursuant to provisions of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), appointing the Pipefitters as Lead Plaintiff and appointing Lead Counsel and Liaison Counsel

("Consolidation Order").

On July 10, 2006, Lead Plaintiff filed a Consolidated Amended Complaint (the "CAC") asserting that the Defendants made misstatements and omissions of material fact in the

Registration Statement and Prospectus for Gravity's February 7, 2005 initial public offering (the

"IPO"), press releases and financial statements filed with the Securities and Exchange

Commission ("SEC") concerning Gravity's business, which caused Gravity's ADS price to be artificially inflated during the Class Period (as defined in ¶1.4 below), in violation of §§ 11,

12(a)(2) and 15 of the Securities Act and § § 10(b) and 20(a) of the Securities Exchange Act of

1934 and SEC Rule I Ob-5, promulgated thereunder.

On October 17, 2006, those Defendants who had been served with the summons and complaint filed motions to dismiss the CAC. The Parties filed a joint stipulation in the Action, agreeing to postpone further briefing in light of the pending mediation.

In order to attempt to settle the issues in dispute and achieve the best result possible consistent with the interests of Lead Plaintiff and all Class Members, on April. 25, 2007, a day- long arm's length mediation was conducted before a mutually agreed. upon neutral professional mediator that had Lead Plaintiff reach an agreement-in-principle to settle all claims in the Action against the Defendants, as embodied herein.

-2- H. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

The Defendants expressly have denied and continue to deny all allegations of any

wrongdoing or liability against them_whatsoever, arising out of any of the conduct, statements,

acts or omissions alleged, or that could have been alleged, in the Action. The Defendants also

have denied and continue to deny, inter alia, the allegations that the price of Gravity ADSs was

artificially inflated by reason of any alleged misrepresentations, non-disclosures or otherwise,

that the Lead Plaintiff or the Class, as defined below, has suffered any damages, or that the Lead

Plaintiff or the Class was harmed by any conduct alleged in the Action or that could have been alleged therein. To the contrary, the-Defendants maintain that (i) all challenged disclosures and statements made in connection with or arising from the IPO were accurate and complete and consistent with all applicable securities laws and regulations and (ii) Defendants did nothing to manipulate or improperly inflate the price of Gravity's ADS at any time.

Nonetheless, the signatory Defendants have concluded that further conduct of the Action would be protracted, expensive and distracting, including, without limitation, to Gravity and its current management, and to the Underwriter Defendants, and that it is desirable that the Action be fully and finally settled. The signatory Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases like this Action. The signatory Defendants have, therefore, determined that it is desirable and beneficial that the

Action be settled in the mariner and upon the terms and conditions set forth in this Stipulation.

III. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OF SETTLEMENT

Lead Counsel represents that it has conducted an extensive investigation relating to the claims and the underlying events and transactions alleged in the CAC. Lead Counsel's investigation included: (i) review of Gravity's SEC filings, regulatory filings and reports,

-3- securities analysts' reports and advisories about the Company, press releases, and other public statements issued by the Company; (ii) review of media reports about the Company; and (iii) interviews with confidential witnesses. -

Lead Plaintiff believes that the claims asserted in the Action have merit and that the evidence developed to date supports the claims . However, Lead Counsel recognizes the expense and length of continued proceedings necessary to prosecute the Action against the Defendants through trial and appeal, especially because Gravity and the Individual Defendants are foreign residents. Lead Counsel also has taken into account the uncertain outcome and the risk of litigation, especially in complex actions such as this Action, as well as the difficulties and delays inherent in such litigation. Lead Counsel also is mindful of the inherent problems of proof of, and possible defenses to, the allegations asserted in the Action.

Accordingly, Lead Plaintiff, by its counsel, conducted discussions and arm ' s-length negotiations at the mediation with respect to a compromise and settlement of the Action, with a view to settling the issues in dispute against the Defendants and achieving the best relief possible consistent with the interests of the Class.

Based upon its investigation as set forth above, Lead Counsel has concluded that the terms and conditions of this Stipulation are fair, reasonable and adequate to Lead Plaintiff and the Class, as defined below, and in their best interests. Lead Counsel and Lead Plaintiff believe that the settlement set forth in this Stipulation confers substantial benefits upon the. Class and each ofthe Class Members, as defined in 11.3 below, and have agreed to settle the claims raised in the Action pursuant to the terms and provisions of this Stipulation, after considering: (a) the benefits that Lead Plaintiff and the members of the Class will receive from the settlement of the

-4- Action; (b) the attendant risks of litigation; and (c) the desirability of permitting the settlement to be consummated as provided by the terms of this Stipulation.

IV. TERMS OF STIPULATION-AND AGREEMENT OF SETTLEMENT

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED , by and among the

Lead Plaintiff (on behalf of itself and each of the Class Members, as defined below) and the signatory Defendants, by and through their respective undersigned counsel or attorneys of record, that without any admission or concession on the part of Lead Plaintiff of any lack of merit of the Action whatsoever, and without any admission or concession by the Defendants of any liability or wrongdoing or lack of merit in the defenses to the Action whatsoever, subject to the approval of the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, and in consideration of the benefits flowing to the Settling Parties hereto, as defined in ¶1.23 below, from the Settlement (as defined below), that the Action and all Released Claims as against the

Released Parties shall be finally and fully compromised, settled, released and dismissed with prejudice as to all Released Parties, upon and subject to the following terms and conditions:

1. Certain Definitions

As used in this Stipulation, the following capitalized terms have the meanings specified below. Capitalized terms used in this Stipulation but not defined below shall have the meanings ascribed to them elsewhere in this Stipulation:

1.1 "Authorized Claimant" means any Class Member whose claim for recovery has been allowed pursuant to the terms of this Stipulation.

1.2 "Claims Administrator" means the firm of Gilardi & Co. LLC.

1.3 "Class" and "Class Members" mean all Persons who purchased Gravity ADSs during the Class Period. Excluded from the Class are: Defendants, the directors. and officers of

-5- Gravity and the Underwriter Defendants, members of their immediate families, and their legal representatives, heirs, successors and. assigns, and any entity in which any Defendant has or had a controlling interest. Also excluded from the Class are any putative Class Members Who timely and validly exclude themselves from the Class in accordance with the requirements set forth in the "Notice of Pendency and Proposed Settlement of Class Action" to be sent to Class Members.

1.4 "Class Period" means the period from February 7, 2005 to November 10, 2005, inclusive.

1.5 "Defendants" means Gravity, the Individual Defendants and the Underwriter

Defendants.

1.6 "Effective Date of Settlement" or "Effective Date" means the date upon which the

Settlement contemplated by this Stipulation shall become effective, as set forth in ¶12.1 below.

1.7 "Escrow Agent" means Lerach Coughlin Stoia Geller Rudman & Robbins LLP, or its successor(s).

1.8 "Gravity" means Gravity Co., Ltd., and its predecessors, successors, affiliates, parents, subsidiaries or divisions.

1.9 "Individual Defendants" means Richard Hyonkook Kim, Kwan Shik Seo, David

Woong-Jin Yoon, Jung Ryool Kim, Yeon Ho Moon, Sung Hee Lee, Eun Jong Lee and Myung

Whan Suh.

1.10 "Lead Counsel" means the law firm of Provost Umphrey Law Firm L.L.P.

1.11 "Lead Plaintiff' means Pipefitters, Locals 522 & 633 Pension Trust Fund.

1.12 "Liaison Counsel" means Lerach Coughlin Stoia Geller Rudman & Robbins LLP.

1.13 "Notice" means the Notice of Pendency and Proposed Settlement of Class Action which is to be sent to Class Members substantially in the form attached hereto as Exhibif A-1.

-6- 1.14 "Order and Final Judgment" means the proposed order to be entered by the court approving the Settlement substantially in the form attached hereto as Exhibit B.

1.15 "Order for Notice and Hearing" means the proposed order to be entered by the

Court preliminarily approving the Settlement and directing notice thereof to the Class substantially in the form attached hereto as Exhibit A.

1.16 "Person" means an individual, corporation, partnership, limited partnership, limited liability partnership (LLP), limited liability corporation (LLC), association, joint stock company, joint venture, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors, successors, representatives, and assignees.

1.17 "Plaintiffs' Counsel" means any counsel who have appeared on behalf of any plaintiff who filed a complaint in the Action.

1.18 "Proof of Claim" means the proposed Proof of Claim and Release form to be submitted by Class Members substantially in the form annexed hereto as Exhibit A-2.

1.19 "Released Claims" means any and all claims, debts, demands, rights or causes of action or liabilities, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, whether class or individual in nature, including both known claims and Unknown Claims (as.defned in ¶1.26 below), (i) that have been asserted in this Action by Lead Plaintiff or the Class Members or any of them against any of the Released Parties, or (ii) that could have been asserted in any forum by Lead Plaintiff or the

Class Members or any of them against any of the Released Parties, which arise out of or relate to the allegations , transactions , facts, matters or occurrences, representations or omissions involved,-

-7- asserted, set forth, referred to or that could have been asserted in the CAC and based upon or

related in any way to the purchase of Gravity ADSs by Lead Plaintiff or any Class Member

during the Class Period, as well as the facts, transactions, events, occurrences, acts, disclosures,

statements, omissions or failure(s) to act alleged or that could have been alleged in the Action by

Lead Plaintiff or any Class Member.

1.20 "Released Defendants' Claims" means any and all claims, rights or causes of

action or liabilities whatsoever, whether based on federal, state, local, statutory or common law

or any other law, rule or regulation, including both known claims and Unknown Claims, that

have been or could have been asserted in the Action or any forum by the Defendants, or the

successors and assigns of any of them against the Lead Plaintiff, any of the Class Members or

their attorneys, which arise out of or relate in any way to the institution, prosecution, or

settlement of the Action, excluding any claims for breaches of this Stipulation.

1.21 "Released Parties" means each and all of the Defendants, their past or present

accountants, advisors, agents, assigns, attorneys, auditors, banks or investment banks, co-

insurers, consultants, directors, divisions, employees, heirs, insurers, officers, parents, controlling

shareholder, predecessors, reinsurers, representatives, stockholders, spouses, subsidiaries, successors, related or affiliated entities, any entity in which any Defendant has a controlling interest, any member of an Individual. Defendant's immediate family, or any trust of which any

Defendant is the settlor or which is for the benefit of any Individual Defendant and/or member(s) ofhis family.

.1.22 "Settlement" means the settlement embodied by this Stipulation.

1.23 "Settling Parties" means, collectively, each of the Defendants who have appeared in the Action and the Lead Plaintiff on behalf of itself and each of the Class Members.

-8- 1.24 "Summary Notice" means the Summary Notice of Pendency and Proposed

Settlement of Class Action for publication substantially in the form attached hereto as Exhibit A-

3.

1.25 "Underwriter Defendants" means Credit Suisse Securities (USA) LLC, Daewoo

Securities Co., Ltd., CIBC World Markets Corp. and CLSA Limited.

1.26 "Unknown Claims" means any and all Released Claims which the Lead Plaintiff or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, and any Released Defendants' Claims which any Defendant does not know or suspect to exist in his, her or its favor, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all

Released Claims and Released Defendants' Claims, the Parties stipulate and agree that upon the

Effective Date, the Lead Plaintiff and Defendants shall expressly waive, and each Class Member shall be deemed to have waived, and by operation of the Order and Final Judgment shall have expressly waived, any and all provisions rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected l is or her settlement with the debtor.

Lead Plaintiff and the Class Members may: hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but the Lead Plaintiffshall expressly waive, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Order and Final

Judgment shall have, fully, finally, and forever settled and released any and all Released Claims,

-9- known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, breach - of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and Defendants acknowledge, and the Class Members by operation of law shall be deemed by operation of the Order and Final Judgment to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Released Claims and

Released Defendants' Claims was separately bargained for and was a key element of the

Settlement.

2. Scope and Effect of Settlement

2.1 The obligations incurred pursuant to this Stipulation shall be in full and final disposition of the Action and any and all Settled Claims as against all Released Parties and any and all Released Defendants' Claims.

2.2 Upon the Effective Date of this Settlement, Lead Plaintiff and members of the

Class on behalf of themselves and each of their heirs, executors, administrators, predecessors, successors and assigns, and any persons they represent, shall, with respect to each and every

Settled Claim, release and forever discharge, and shall forever be enjoined from prosecuting, any

Settled Claims against any of the Released Parties.

2.3 Upon the Effective Date of this Settlement, each of the Defendants, on behalf of themselves and their predecessors, successors and assigns, shall release and forever discharge each and every of the Settled Defendants' Claims, and shall forever be enjoined from prosecuting the Settled Defendants' Claims.

-10- 3. The Settlement Consideration

3.1 Within ten (10) calendar days of the preliminary approval of the Settlement

embodied in this Stipulation, Defendant Gravity shall pay or cause to be paid the sum of Five

Million Dollars ($5,000,000) and Defendant J. Kim shall pay or cause to be paid the sum of Five

Million Dollars ($5,000,000) (together, the "Settlement Amount") to the Escrow Agent, who

shall deposit such sum into a separate interest-bearing escrow account on behalf of Lead Plaintiff and the Class. The Settlement Amount and any interest earned thereon shall be the Settlement

Fund. If the Settlement Fund. or any portion thereof is not timely paid as set forth herein, any unpaid amount shall bear simple interest at 6% per annum from the date such amount should have been paid to the Escrow Agent.

3.2 The Settlement Fund, net of any Taxes (as defined below) on the income thereof, shall be used to pay (i) the Notice and Administration Costs referred to in ¶5 hereof, (ii) any

.award of attorneys' fees and expenses in ¶6 hereof, and (iii) any award to Lead Plaintiff granted by the Court. The balance of the Settlement Fund after the above payments shall be the Net

Settlement Fund which shall be distributed to the Authorized Claimants as provided in ¶17.1-7.5 hereof.

The Escrow

3.3 The Escrow Agent shall invest any funds in the Settlement Fund in excess of One

Hundred Thousand Dollars ($100,000.00) in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government, or any agency thereof, and shall reinvest the proceeds of those instruments as they mature in similar instruments at their then-current market rates. Any funds held by the Escrow Agent in escrow hereunder in an amount of less than One Hundred Thousand Dollars ($100,000.00) shall be held in an interest-bearing bank account insured by the FDIC. The Escrow Agent shall bear all risks related to investment of the Settlement Fund and shall indemnify Defendants for the same.

3.4 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds shall be distributed or returned to the person(s) paying the same pursuant to this Stipulation and/or further order(s) of the Court.

3.5 The Escrow Agent shall not disburse the Settlement Fund except as provided in this Stipulation, by an order of the Court, or with the prior written agreement of counsel for the

Defendants and Lead Counsel.

Taxes and Tax Expenses

3.6 (a) The Settling Parties and the Escrow Agent agree to treat the Settlement

Fund as being at all times a "qualified settlement fund" within the meaning of Treasury

Regulation §1.468B-2(k)(3). In addition, the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provision of this ¶3.6, including the "relation-back election" (as defined in Treasury Reg. §1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations . It shall be the responsibility of the Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur.

(b) For the purpose of §468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow

Agent. The Escrow Agent shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the

-12- returns described in Treasury Reg. § 1.468B-2(k)). Such returns (as well as the election

described in ¶3.6(a) hereof) shall be consistent with this ¶3.6 and in all events shall reflect that

all Taxes, as defined herein, (including any estimated taxes, interest or penalties) on the income

earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in ¶3.6(c)

hereof.

(c) All (i) taxes (including any estimated Taxes, interest or penalties) arising

with respect to the income earned by the Settlement Fund, including any taxes or tax detriment

that may be imposed upon the Defendants or their counsel with respect to any income earned by

the Settlement Fund for any period during which the Settlement Fund does not qualify as a

"qualified settlement fund" for federal or state income tax purposes ("Taxes") and (ii) expenses

and costs incurred in connection with the taxation of the Settlement Fund and operation and

implementation of this ¶3.6 (including, without limitation, expenses of tax attorneys and/or

accountants) and mailing and distribution costs and expenses related to filing (or failing to file)

the returns described in this ¶3.6 ("Tax Expenses") shall be paid out of the Settlement Fund. The

Defendants and Released Parties and their counsel shall have no liability or responsibility for the payment of any Taxes or Tax Expenses. The Escrow Agent shall indemnify and hold each of the

Defendants and Released Parties and their counsel harmless from any liability relating to Taxes and Tax. Expense (including, without limitation, taxes payable by reason of any such indemnification). Further, Taxes.and Tax Expenses (if any) shall be treated as, and considered to be, a cost of administration of the Settlement Fund, and shall be timely paid by the Escrow Agent out of the Settlement Fund without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to

Authorized Claimants from any funds necessary to pay such amounts, including the

- 13 - establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Reg. §1.468B-2(l)(2)); neither the Defendants nor their counsel are responsible nor shall they have any liability therefor. The Settling Parties hereto agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent necessary to carry out the provisions of this ¶3.6.

3.7 In the event that the Effective Date does not occur, or the Stipulation is not approved by the Court, or is terminated, cancelled, or fails to become effective for any reason, the Settling Parties agree that the Escrow Agent shall refund to the respective Defendants, to the extent they were the source of such fund, the Settlement Fund (including accrued interest) less the expenses set forth in ¶5.2 below actually incurred or due and owing in connection with the

Settlement.

3.8 Prior to the mailing of the Notice, as defined herein, Plaintiffs' Counsel will conduct such further discovery into the facts underlying the claims in the Action as they in good faith deem reasonable and necessary to confirm that the underlying facts are consistent with their understanding that the proposed Settlement is fair, reasonable and adequate. The undersigned

Defendants agree to cooperate with Plaintiffs' counsel in responding to its reasonable requests for discovery of such information. If, as a result of reviewing the discovery they undertake,

Plaintiffs' counsel reasonably and in good faith concludes that the Settlement is not fair, reasonable and adequate, they will have the right to terminate the Settlement or re-negotiate its terms within ten (10) days prior to the date of mailing of the Notice.

4. Preliminary Approval, Notice Order and Settlement Hearing

4.1 As soon as practical following execution of the Stipulation, Lead Counsel shall submit the-Stipulation, together with its Exhibits, to the Court and shall apply for entry of an

-14- Order for Notice and Hearing (the "Order"), substantially in the form of Exhibit A hereto,

requesting, inter alia, the preliminary approval of the Settlement set forth in the Stipulation, and

approval for the mailing of a settlement notice (the "Notice") and publication of a summary

notice ("Summary Notice"), substantially in the forms of Exhibits A-1 and A-3 attached hereto.

The Notice and Summary Notice shall also include the general terms of the Fee and Expense

Application as defined in ¶6 hereof and the date of the Settlement Hearing as defined below.

Lead Counsel shall be responsible for providing notice to the Class pursuant to the Notice and

Summary Notice.

4.2 Lead Counsel shall request that after the Notice and Summary Notice are mailed

and published, respectively, the Court hold a hearing (the "Settlement Hearing") to consider and

determine whether an order approving the Settlement as fair, reasonable and adequate should be

entered, and whether the Order and Final Judgment should be entered approving the Settlement

as set forth herein and dismissing the Action with prejudice. At or after the Settlement Hearing,

Lead Counsel will also request that the Court approve the proposed Plan of Allocation and the

Fee and Expense Application.

4.3 The Settling Parties hereby stipulate to certification of the Class, pursuant to Rule

23(b)(3) of the Federal Rules of Civil Procedure, solely for purposes of this Stipulation and the

settlement set forth herein. The certification of the Class shall be binding only with respect to

the settlement of the Action and only if the Judgment contemplated by this Stipulation becomes

Final and the Effective Date occurs.

4.4 If, for any reason, this Stipulation is terminated, or if the Effective Date for any reason does not occur, the certification of the Class shall automatically be vacated, nunc pro tune. In such case, -neither this Stipulation nor any order of this Court certifying the Class will be

-15- binding on any of the Settling Parties, and Defendants may oppose and assert all objections to certification of any class or subclass sought by any party to the Action.

5. Administration of the Settlement Fund

5.1 The Claims Administrator, subject to such supervision and direction of the Court and/or Lead Counsel as may be necessary or as circumstances may require, shall administer the

Settlement, including administering and calculating the claims submitted by Class Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. Defendants and

Released Parties shall have no liability, obligation or responsibility for the administration of the

Settlement or disbursement of the Net Settlement Fund, except for their obligation to pay the

Settlement Amount, as provided herein, and to cause Gravity's stock transfer agent, Bank of

.New York, to produce Gravity's transfer records and shareholder information to Lead Counsel or its agent within ten (10) business days of the execution of this Stipulation, for the purpose of identifying and giving notice to the Class, such information to be deemed as treated as confidential and to be used solely for the purposes of meeting the Parties' obligations hereunder.

5.2 All reasonable costs and expenses of notice to Class Members and administration of the Settlement Fund, escrow fees, taxes, custodial fees and expenses incurred in connection with processing proofs of Claims or distributing the Settlement Fund (the "Notice and

Administration Costs"), shall be paid from. the Settlement Fund. Prior to the Effective Date, a sum not to exceed One Hundred Fifty Thousand dollars ($150,000.00) of the Settlement Fund shall be allocated for the express purpose of providing notice of the Settlement and to administer the Settlement pursuant to the terms of the Order for Notice and Hearing: unspent funds shall be returned to the Settlement Fund. Funds may be disbursed from the Settlement Fund for these purposes without further approval of the Court. Upon the Effective Date, Lead Counsel may pay

-16- from the Settlement Fund any Notice and Administration Costs associated with the administration of the Settlement and the processing of submitted claims.

6. - Lead and Liaison Counsel's Attorneys' Fees and Reimbursement of Expenses

6.1 Lead and Liaison Counsel will apply to the Court for an award from the

Settlement Fund of (a) attorneys' fees and expenses in connection with prosecuting the Action, not to exceed 28 % of the Settlement Fund, plus interest on such attorneys' fees and expenses at the same rate and for the same periods as earned by the Settlement Fund (until paid) and (b) reimbursement to Lead Plaintiff of its costs and expenses directly relating to its representation of the Class in the Action, which if awarded will be paid solely from the Settlement Fund (the "Fee and Expense Application") in an amount to be approved by the Court. Such attorneys' fees and expenses, as are awarded by the Court, shall be paid from the Settlement Fund to Lead and

Liaison Counsel and/or the Lead Plaintiff immediately upon award, notwithstanding any collateral attack on the Settlement or any part thereof, subject to Plaintiffs' Counsel's joint and several obligation to make appropriate refunds or repayments to the Settlement Fund plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when, as a result of any successful collateral attack, the fee or cost award is reduced or reversed. Defendants agree not to oppose Lead and Liaison Counsel's application and Lead and Liaison Counsel shall have sole discretion as to the allocation of any award of attorneys' fees and reimbursement expenses among Plaintiffs' Counsel.

6.2 In the event that the Effective Date does not occur, or the Order and Final

Judgment or the order approving the Fee and Expense Application is reversed or modified, or the

Stipulation is terminated or cancelled for any reason, and in the event that any attorneys' fees, expenses and costs have been paid to any extent, the Lead and Liaison Counsel, Lead Plaintiff

-17- and each other Plaintiffs' Counsel who received such fees, expenses and costs shall, within five

(5) business days from receiving notice from Defendants' counsel or from a court of appropriate jurisdiction, refund to the Settlement Fund the fees, expenses and costs previously paid to them from the Settlement Fund plus interest thereon at the same rate as earned on the Settlement Fund in an amount consistent with such reversal or modification. Each Plaintiffs' Counsel's law firm, as a condition of receiving such fees and expenses, on behalf of itself and each partner and/or shareholder of it, agrees that the law firm and its partners and/or shareholders are subject to the jurisdiction of the Court for purposes of enforcing the provisions of this paragraph.

6.3 The procedure for and the disallowance by the Court of any applications by Lead and Liaison Counsel for attorneys' fees and expenses to be paid out of the Settlement Fund are not part of the Settlement set forth in this Stipulation, and are to be considered by the Court separately from the Court's consideration of the fairness, reasonableness and adequacy of the

Settlement set forth in this Stipulation, and any order or proceeding relating to the Fee and

Expense Application, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel the Stipulation, or affect or delay the finality of the Order and Final Judgment approving the Stipulation and the Settlement of the Action set forth herein.

6.4 The Released Parties shall have no responsibility for, and no liability whatsoever with respect to, the allocation among Plaintiffs' Counsel,. and/or any other Person who may assert some claim thereto, of any Fee and Expense Application, or any award relating thereto that the Court may make in the Action.

-18- 7. Distribution to Authorized Claimants

7.1 The Net Settlement Fund shall be distributed to Authorized Claimants substantially in accordance with the Plan of Allocation to be-described in the Notice and approved by the Court.

7.2 The Claims Administrator shall determine each Authorized Claimant's pro rata share of the Net Settlement Fund based upon each Authorized Claimant's Recognized Claim (as defined in the Plan of Allocation described in the Notice annexed hereto as Exhibit A-1, or in such other Plan of Allocation as the Court approves).

7.3 The Plan of Allocation proposed in the Notice is not a necessary term of this

Stipulation and it is not a condition of this Stipulation that the Plan of Allocation be approved.

7.4 Each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on his, her, or its Recognized Claim compared to the total Recognized

Claims of all accepted claimants. The Defendants shall have no involvement in reviewing or challenging claims.

7.5 Any member of the Class who does not timely submit a valid Proof of Claim will not be entitled to receive any of the proceeds from the Net Settlement Fund but will otherwise be bound by all of the terms of this Stipulation and the Settlement, including the terms, of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims.

7.6 Lead Counsel shall be responsible for supervising the administration of the

Settlement and disbursement of the Net Settlement Fund by the Claims Administrator. Lead

Counsel shall have the right, but not the obligation, to waive what they deem to be formal or

-19- technical defects in any Proofs of Claim submitted in the interests of achieving substantial justice.

7.7 For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an "Authorized Claimant," the following conditions shall apply:

(a) Each Class Member shall be required to submit a Proof of Claim (see

Exhibit A-2), supported by such documents as are designated therein, including proof of the

Class Member's loss, or such other documents or proof as Lead Counsel, in its discretion, may deem acceptable.

(b) All Proofs of Claim must be submitted by the date specified in the Notice unless such period is extended by Order of the Court. Any Class Member who fails to submit a

Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this

Stipulation (unless, by Order of the Court, a later submitted Proof of Claim by such Class

Member is approved), but shall in all other respects be bound by all of the terms of this

Stipulation and the Settlement including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. A Proof of Claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted when actually received by the Claims Administrator.

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, under the supervision of Lead Counsel, who shall determine in accordance with

-20- this Stipulation the extent, if any, to which each claim shall be allowed, subject to review by the

Court pursuant to subparagraph (e) below.

(d) Proofs of Claim that do not meet the submission requirements may be rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate with the Class Member in order to remedy the curable deficiencies in the Proofs of Claim submitted. The Claims Administrator, under supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all Class Members whose Proofs of Claim they propose to reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the Class

Member whose claim is to be rejected has the right to a review by the Court if the Class Member so desires and complies with the requirements of subparagraph (e) below.

(e) If any Class Member whose claim has been rejected in whole or in part desires to contest such rejection, the Class Member must, within twenty (20) days after the date of mailing of the notice required in subparagraph (d) above, serve upon the Claims .Administrator a notice and statement of reasons indicating the Class Member's grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the

Court. If a dispute concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafter present the request for review to the Court.

7.8 Each Class Member shall be deemed to have submitted to the jurisdiction of the

Court with respect to the Class Member's claim, and the claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that Class Member's status as a Class Member and the validity and amount of the Class Member's claim. No discovery shall be allowed on the merits of the Action or Settlement in connection with processing of the Proofs of Claim. -

-21 - 7.9 Payment pursuant to this Stipulation shall be deemed final and conclusive against all Class Members. All Class Members whose claims are not approved by the Court shall be barred from participating in distributions from the Net Settlement Fund, but otherwise shall-be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims.

7.10 All proceedings with respect to the administration, processing and determination of claims described by ¶7 of this Stipulation and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court.

7.11 The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all claims have been processed, and all Class Members whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii) all objections with respect to all rejected or disallowed claims have been resolved by the Court, and all appeals therefrom have been resolved or the time therefor has expired; (iii) all matters with respect to attorneys' fees, costs, awards for reimbursing Lead

Plaintiff for its reasonable costs and expenses directly relating to its representation of the Class and disbursements have been -resolved by the Court, all appeals therefrom have been resolved or the time therefor has expired; and (iv) all costs of administration have been paid.

7.12 If any funds remain in the Net Settlement Fund by reason of uncashed checks, or otherwise, after the Claims Administrator has made reasonable and diligent efforts to have

Authorized Claimants who are entitled to participate in the distribution of the Net Settlement

-22- Fund cash their distribution checks, then any balance remaining in the Net Settlement Fund six

(6) months after the initial distribution of such funds shall be used: (a) first, to pay any amounts mistakenly omitted from the initial distribution to Authorized-Claimants or to pay any late, but otherwise valid and fully documented claims received after the cut-off date used to make the initial distribution, provided that such distributions to any late post-distribution claimants meet all of the other criteria for inclusion in the initial distribution, (b) second, to pay any additional settlement administration fees and expenses , including those of Lead Counsel as may be approved by the Court, and (c) finally, to make a second distribution to Authorized Claimants who cashed their checks from the initial distribution, after payment of the estimated costs or fees to be incurred in administering the Net Settlement Fund and in making this second distribution, if such second distribution is economically feasible. If after six (6) months following such second distribution, if undertaken, or if such second distribution is not undertaken, any funds shall remain in the Net Settlement Fund after the Claims Administrator has made reasonable and diligent efforts to have Authorized Claimants who are entitled to participate in this Settlement cash their checks, the Claims Administrator shall donate any funds remaining in the Net

Settlement Fund to an appropriate 503(c) charity unaffiliated with Plaintiffs' Counsel.

7.13 The Released Parties shall have no liability, obligation or responsibility for, interest in, or liability whatsoever with respect to the administration of the Settlement including, without limitation, the investment or distribution ofthe Net Settlement Fund, the Plan of

Allocation, the determination, administration or calculation of claims, the payment or withholding of taxes, or any losses incurred in connection therewith.

-23- 7.14 No person shall have any claim against the Defendants, the Released Parties, or their counsel based on the distributions made substantially in accordance with this Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court.

7.15 It is understood and agreed by the Settling Parties that any proposed Plan of

Allocation of the Net Settlement Fund including, but not limited to, any adjustments to an

Authorized Claimant's claim set forth therein, is not a part of the Stipulation and is to be considered by the Court separately from the Court's consideration of the fairness, reasonableness and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel the Stipulation or affect the finality of the Court's Order and Final Judgment approving the Stipulation and the Settlement set forth herein, or any other orders entered pursuant to the Stipulation.

8. Terms of Order for Notice and Hearing

8.1 Concurrently with their application for preliminary Court approval of the

Settlement contemplated by this Stipulation , Lead Counsel and Defendants' counsel jointly shall apply to the Court for entry for an Order for Notice and Hearing, substantially in the form annexed hereto as Exhibit A.

9. Terms of Order and Final Judgment

9.1 If the Settlement contemplated by this Stipulation is approved by the Court, counsel for the Settling Parties shall request that the Court enter an Order and Final Judgment substantially in the form annexed hereto as Exhibit B.

10. Right of Exclusion and Objection

10.1 Any person may seek to be excluded from the Class and the Settlement provided for by this Stipulation by submitting a written request for exclusion. Any request for exclusion -

-24- must be submitted to the Claims Administrator and Defendants' Counsel at the addresses designated in the Notice no later than twenty-one (21) calendar days before the Settlement

Hearing date established by the Court or as the Court may otherwise direct. Any Class Member so excluded shall not be bound by the terms of the Stipulation, nor entitled to any of its benefits, and shall not be bound by any Order and Final Judgment and/or other order of the Court entered herein, whether pursuant to this Stipulation or otherwise. Unless otherwise ordered by the Court, any potential Class Member who does not file a timely written request for exclusion shall be

bound by any Order and Final Judgment and/or other order of the Court entered herein, even if he, she, or it has pending, or subsequently initiates, litigation, arbitration, or any other action

against any or all of the Released Parties relating to any or all of the claims or causes of action in

this Settlement.

10.2 Any Class Member who has not excluded himself, herself or itself from the Class

and the Settlement as provided herein shall have the right to submit written objections

concerning the Settlement, Plan of Allocation, and/or Lead and Liaison Counsel's application for

attorneys' fees, expenses and costs, which objections shall state all of the reasons for the

objections (e.g., a mere statement that "1 object" not being deemed sufficient). Any written

objection(s), and any briefs, affidavits or other evidence submitted in support thereof must be

filed with the Clerk of the Court no later than twenty-one (21) calendar days before the

Settlement Hearing date established by the Court, or as the Court may otherwise direct. All

persons desiring to attend the Settlement Hearing and be heard as objectors must have filed

written objections as provided herein, as a condition of appearing and being heard at such

hearing. Any Class Member who does not timely file written objections to the Settlement

pursuant to this paragraph and the Notice shall not be permitted to object to the Settlement at the

-25- Settlement Hearing, and shall be foreclosed from objecting to, challenging or otherwise seeking

review of the Settlement by appeal or otherwise, in this Action or in any other action.

10.3 To retract or withdraw a request for exclusion, a Class Member must file a. written

notice with the Claims Administrator and Defendants' Counsel at the addresses designated in the

Notice stating the person's or entity's desire to retract or withdraw his, her, or its request for exclusion and that person's or entity's desire to be bound by any judgment or settlement in this

Action; provided, however, that the filing of such written notice may be effected by Lead or

Liaison Counsel. Lead or Liaison Counsel shall promptly notify Defendants' counsel of any retraction or withdrawal of a request for exclusion.

11. Termination of Settlement

11.1 Subject to ¶12 hereof, signatory Defendants have the option to terminate the

Settlement in the event that the aggregate number of shares of Gravity ADSs purchased during the Class Period by Class Members who would otherwise be entitled to participate as members of the Class, but who timely and validly request exclusion, equals or exceeds a certain percentage of the total number of Gravity ADSs traded during the Class Period, as set forth in a

Supplemental Agreement between the Settling Parties.

11.2 If one or more of the signatory Defendants elect to exercise the option set forth in

¶11.1 hereof, written notice of such election must be provided to Lead and Liaison Counsel on or before ten (10) calendar days prior to the Settlement Hearing. Such notice may be served by hand delivery or fax. The signatory Defendants may withdraw their election by providing written notice of such withdrawal, by hand delivery or fax, to Lead Counsel no later than 5:00

P.M. Eastern Time on the day prior to the Settlement Hearing, or by such later date as the

Settling Parties agree in writing.

-26- 11.3 If one or more of the signatory Defendants elect to terminate the Settlement pursuant to ¶11.1 hereof, Lead and Liaison Counsel may review the validity of any Class

Member's request for exclusion and may attempt to cause retraction or withdrawal of any request for exclusion. No Defendant or Released Party shall in any way interfere with, obstruct or seek to enjoin efforts by Lead Plaintiff to seek to have those Class Members who requested exclusion to withdraw their requests for exclusion. If, by the day before the Settlement Hearing (or a later date agreed upon in writing), Lead Plaintiff is successful in reducing the number of excluded

Class Members so that those Class Members excluded, in the aggregate, purchased shares in an amount less than the percentage of the total number of Gravity ADSs during the Class Period, as set forth in the Supplemental Agreement, then any withdrawal from the Stipulation by signatory

Defendants shall automatically be deemed null and void. In that event, Lead Counsel shall serve on counsel for the signatory Defendants by hand delivery or fax a statement identifying the Class

Members who have withdrawn their requests for exclusion.

11.4 If one or more of the signatory Defendants elect to withdraw from the Settlement in accordance with ¶11.1 and such withdrawal is not nullified in accordance with ¶11.3, the

Stipulation shall be withdrawn and terminated and deemed null and void, and the provisions of

¶12 shall apply.

11.5 Lead Plaintiff may terminate the Settlement if, following the completion of confirmatory discovery, it determines in good faith that the Settlement is not fair, reasonable and adequate and in the best interest of the Class.

12. Effective Date of Settlement, Waiver or Termination

12.1 The Effective Date of Settlement shall be the date when all the following shall have occurred:

-27- (a) satisfactory completion by Lead and Liaison Counsel of confirmatory

discovery;

(b) entry of the Order for Notice and Hearing in all material respects in the

form annexed hereto as Exhibit A;

(c) approval by the Court of the Settlement, following notice to the Class and

a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure;

(d) expiration of the time for Defendants to exercise their option to terminate

the Stipulation in accordance with the terms of the Supplemental Agreement described in ¶11

hereof, without the exercise of that option;

(e) entry by the Court of an Order and Final Judgment, in all material respects

in the form set forth in Exhibit B annexed hereto, and the expiration of any time for appeal or

review of such Order and Final Judgment, or, if any appeal is filed and not dismissed, after such

Order and Final Judgment is upheld on appeal in all material respects and is no longer subject to

review upon appeal or review by writ of certiorari, or, in the event that the Court enters an order

and final judgment in a form other than that provided above ("Alternative Judgment") and none

of the Settling Parties hereto elect to terminate this Settlement, the date that such Alternative

Judgment becomes final and no longer subject to appeal or review, provided that any

proceedings or appeals relating to the Fee and Expense Application shall not delay the Effective

Date of Settlement; and

(f) Upon the occurrence of all of the events referenced in ¶12.1 hereof, any and all remaining interest or right of the Defendants in or to the Settlement Fund, if any, shall be extinguished. If all of the conditions specified in ¶12.1 hereof are not met, then the Stipulation shall be cancelled and terminated subject to ¶¶12.3 and 12.4 hereof, unless Lead Counsel and

-28- counsel for the undersigned Defendants mutually agree in writing to proceed with implementation of the terms of the Stipulation.

12.2 Defendants' counsel or Lead Counsel shall have the right to terminate the

Settlement and this Stipulation by providing written notice of their election to do so

("Termination Notice") to all other Parties hereto within thirty (30) days of. (a) Defendants' failure to cause to be paid the Settlement Amount in conformity with ¶3.1 herein; (b) completion of confirmatory discovery; (c) the Court's declining to enter the Order for Notice and Hearing in any material respect; (d) the Court's refusal to approve this Stipulation or any material part of it;

(e) the Court's declining to enter the Order and Final Judgment in any material respect; (f) the date upon which the Order and Final Judgment is modified or reversed in any material respect by the Court of Appeals or the Supreme Court; or (g) the date upon which an Alternative Judgment is modified or reversed in any material respect by the Court of Appeals or the Supreme Court.

12.3 Except as otherwise provided herein, in the event that the Stipulation is not approved by the Court, or the Settlement set forth in the Stipulation is terminated or fails to become effective in accordance with its terms for any reason, then the Settling Parties to this

Stipulation shall be deemed to have reverted to their respective status in the Action as of the execution of this Stipulation. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.26, 3.7, 6.2-6.4, 12.4, 14.3-14.8, 14.11-14.13 and 14.15-14.16 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this

Action or in any other proceeding, or be admissible as evidence, for any purpose. Except as otherwise expressly provided herein, the Settling Parties shall proceed in all respects as if this

Stipulation and any related orders had not been entered, and any portion of the Settlement

Amount previously paid or caused to be paid by Defendants, together with any interest earned

-29- thereon, less any Taxes due with respect to such income, and less costs of administration and notice actually incurred whether paid or not paid, shall be returned within ten (10) business days to the person(s) that paid the Settlement Amount.

13. No Admission of Wrongdoing

13.1 This Stipulation and all negotiations, statements, and proceedings in connection herewith shall not, in any event, be construed or deemed to be evidence of an admission or concession on the part of the Lead Plaintiff, any Defendant, any Class Member, or any other person, of any liability or wrongdoing by them, or any of them, and shall not be offered or received in evidence in any action or proceeding (except an action to enforce this Stipulation and

Settlement contemplated hereby), or be used in any way as an admission , concession, or evidence of any liability or wrongdoing of any nature, and shall not be construed as, or deemed to be evidence of, an admission or concession that Lead Plaintiff, any member of the Class, any present or former stockholder of Gravity, or any other person, has or has not suffered any damage.

14. Miscellaneous Provisions

14.1 All of the Exhibits attached to this Stipulation are material and integral parts hereof, and are hereby incorporated by reference as though fully set forth herein.

14.2 The Settling Parties (a) acknowledge that it is their intent to consummate this

Settlement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Stipulation and to exercise their best efforts to accomplish the foregoing terms and conditions of this Stipulation.

14.3 The Settling Parties intend this Settlement to be a final and complete resolution of all disputes between them with respect to the Action, including all facts and claims that were

-30- asserted or which could be asserted by Lead Plaintiff and the Class Members against the

Released Parties with respect to the Released Claims, and shall not be deemed an admission by

any Settling Party as to the merits of any claim or defense. The Settling Parties agree that the

amount paid to the Settlement Fund and the other terms of the Settlement were negotiated at

arm's length in good faith by the Settling Parties, and reflect a Settlement that was reached

voluntarily after consultation with experienced legal counsel. Lead Plaintiff, on behalf of itself

and the Class, and the undersigned Defendants, agree not to assert in any forum that the litigation

was brought by Lead Plaintiff or defended by Defendants in bad faith or without a reasonable

basis. The Parties hereto shall assert no claims of any violation of Rule 11 of the Federal Rules

of Civil Procedure relating to the prosecution, defense, or settlement of the Action, and the

Proposed Order and Final Judgment shall contain a provision that during the course of the

Action, the Settling Parties and their respective counsel at all times hereto complied with and

satisfied the requirements of Rule 11.

14.4 Gravity expressly reserves the right to communicate with and respond to inquiries

by its stockholders, including Class Members, with respect to matters other than the Stipulation.

Gravity may undertake such efforts to communicate with Class members regarding the Notice

and terms of this Stipulation as Gravity deems necessary or appropriate, including telephone

communications. Plaintiff's Counsel and Defendants' Counsel agree to cooperate in good faith

to ensure that any comments about or descriptions of the Stipulation in the media or any other

public forum are balanced, fair and accurate.

14.5 Neither this Stipulation nor the Settlement contained herein, not any act

performed or document executed pursuant to or in furtherance of the Stipulation or the

Settlement: (a) is or may be deemed to be or may be used as an admission, concession, or

-31- evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the

Defendants, or infirmity in any defenses asserted; or (b) is or may be deemed to be or may be used as an admission, concession, or evidence of, any fault or omission of any of the Defendants in any civil, criminal or administrative proceeding in any court, administrative agency or tribunal for any purpose other than to enforce the provisions of this Stipulation (and the Exhibits hereto) or the provisions of any related agreement or release. Defendants may file the Stipulation and/or the Order and Final Judgment in any action that may be brought against them in order to support

a defense or counterclaim based on principles of resjudicata, collateral estoppel, release, good

faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue

preclusion or similar defense or counterclaim.

14.6 All agreements made and orders entered during the course of this Action relating

to the confidentiality of documents and information shall survive this Stipulation pursuant to

their terms.

14.7 This Stipulation may not be modified or amended, nor may any of its provisions

be waived, except by a writing signed by or on behalf of all Settling Parties hereto or their

respective attorneys, or successors-in-interest.

14.8 The headings and captions in this Stipulation are used for the purpose of

convenience only and are not meant to have any legal effect on the meaning or interpretation of

this Stipulation or any of its terms or provisions.

14.9 The administration and consummation of the Settlement as embodied in this

Stipulation shall be under the authority of the Court and the Court shall retain jurisdiction with

respect to the implementation and enforcement of the terms of this Stipulation and for the

purpose of entering orders providing for awards of attorneys' fees and expenses to Plaintiffs'

-32- Counsel and award to Lead Plaintiff for reimbursement of its reasonable costs and expenses directly relating to their representation of the Class.

14.10 The waiver by one party of any breach of this Stipulation by any other party shall not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

14.11 This Stipulation, the Exhibits attached hereto and the Supplemental Agreement constitute the entire agreement among the Settling Parties hereto concerning the Settlement of the Action, and no representations , warranties, or inducements have been made by any party hereto concerning this Stipulation and its Exhibits and the Supplemental Agreement other than those contained and memorialized in such documents. Except as provided herein, each Settling

Party shall bear its own costs.

14.12 This Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument provided that counsel for the Settling Parties to this Stipulation shall exchange among themselves original signed counterparts.

14.13 This Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the Settling Parties hereto.

14.14 The construction, interpretation, operation, effect and validity of this Stipulation, and all documents necessary to effectuate it, shall be governed by the laws of the State of New

York without regard to any choice of law provision, except to the extent that federal law requires that federal law governs.

14.15 This Stipulation shall not be construed more strictly against one party than another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of the Settling Parties, it being recognized that it is the result of arm's-length negotiations

- 33 - between the Settling Parties and all Settling Parties have contributed substantially and materially to the preparation of this Stipulation.

14166 All counsel and any other Person executing this Stipulation and any of the

Exhibits hereto, or any related settlement documents, warrant and represent that they have the full authority to do so and that they have the authority to take appropriate action required or permitted to be taken pursuant to the Stipulation to effectuate its terms.

14.17 Lead Counsel and Defendants ' counsel agree to cooperate fully with one another in seeking Court approval of the Order for Notice and Hearing, the Stipulation and the

Settlement, and to agree upon and execute all such other documentation promptly as may be reasonably required to obtain final approval by the District Court of the Settlement.

IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by their duly authorized attorneys, dated as of July^b, 2007.

LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP SAMUEL H. RUDMAN (SR-7957) DAVID A. ROSENFELD (DR-7564) MARIO ALBA, JR. (MA-7240)

04W^

58 South Service Road, Suite 200 Melville, NY 11747 Telephone: 631/367-7100 631/367-1173 (fax)

Liaison Counsel

-34- PROVOST & UMPHREY LAW FIRM, LLP JOE KENDALL 3232 McKinney Avenue, Suite 700 Dallas, TX 75204 Telephone: 214/744-3000 214/744-3015 (fax)

Lead Counsel for Plaintiffs

STEWART, ROELANDT, STOESS, CRAIGMYLE & EMERY PLLC JOHN FRITH STEWART 6506 West Highway 22 P.O. Box 307 Crestwood, KY 40014 Telephone: 502/241-4660 502/241-9301 (fax)

Additional Counsel for Plaintiffs

DEBEVOISE & PLIMPTON LLP JOSEPH P. MOODHE LILI UPO

919 Third Avenue New York, NY 10022 Tel.: (212) 909-6000 Fax: (212) 909-6836

Counsel for Defendant Gravity Co. Ltd.

-35- STEPTOE & JOHNSON LLP JOHN D. LOVI (JL-5928)

ZL-4. t

750 S venth A ue Suite 1900 New York, NY 10019 Tel.: (212) 506-3900 Fax: (212) 506-3950

Counsel for Defendant Jung Ryool Kim

LINKLATERS R. PAUL WICKES (RW 2250) MICHAEL OSNATO (MO-6982)

1345 Avenue of the Americas New York, NY 10105 Tel.: (212) 903-9000 Fax: (212) 903-9100

Counsel for Defendants Credit Suisse Securities (USA) LLC and CIBC World Markets Corporation

COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. ROSS J. ELLICK (RE-9117)

460 Park Avenue New York, NY 10022-1096 Tel.: (212) 752-8=00.0 Fax: (212) 752-8393

Counsel for Defendant Daewoo Securities Co., Ltd.

-36- STEPTOE & JOHNSON LLP JOHN D. LOVI (JL-5928)

750 Seventh Avenue Suite 1900 New York, NY 10019 Tel.: (212) 506-3900 Fax: (212) 506-3950

Counsel for Defendant Jung Ryool Kim

LINKLATERS R. PAUL WICKES (RW 2250) MICHAEL OSNATO (MO-6982)

1345 Avenue of the Americas New York, NY 10105 Tel.: (212) 903-9000 Fax: (212) 903-9100

Counsel for Defendants Credit Suisse Securities (USA) LLC and C1BC World Markets Corporation

COLE, SCEIOTZ, MEISEL, FORMAN & LEONARD, P.A. ROSS J. ELLICK (RE-9117)

460 Park Avenue New York, NY 10022-1096 Tel.: (212) 752-800!0 Fax: (212) 752-8393

Counsel for Defendant Daewoo Securities Co., Ltd-

-36- STEPTOE & JOHNSON LLP JOHN D. LOVI (JL-5928)

750 Seventh Avenue Suite 1900 New York, NY 10019 Tel.: (212) 506-3900 Fax: (212) 506-3950

Counsel for Defendant Jung Ryool Kim

LINKLATERS R. PAUL WICKES (RW 2250) MICHAEL OSNATO (MO-6982)

1345 Avenue of the Americas New York, NY 10105 Tel.: (212) 903-9000 Fax: (212) 903-9100

Counsel for Defendants Credit Suisse Securities (USA) LLC and CIBC World Markets Corporation

COLE, SPHDT7, MEgEL, FORMAN &

9117)

New York, NY 10022-1096 Tel.: (212) 752-8000 Fax: (212) 752-8393

Counsel for Defendant Daewoo Securities Co., Ltd.

-36- EXHIBIT A UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x Civil Action No. 1:05-CV-04804-LAP IN RE GRAVITY CO., LTD. SECURITIES (Consolidated) LITIGATION ELECTRONICALLY FILED This Document Relates to: CLASS ACTION ALL ACTIONS PRELIMINARY APPROVAL ORDER FOR NOTICE AND HEARING

EXHIBIT A

x Lead Plaintiff Pipefitters, Locals 522 and 633 Pension Trust Fund (on behalf of itself and each of the Class Members) and Defendants Gravity Co., Ltd. ("Gravity" or the "Company"), Jung

Ryool Kim ("J. Kim"), and Credit Suisse First Boston', Daewoo Securities Co., Ltd., CIBC World

Markets Corp. and CLSA Limited (the "Underwriter Defendants"), by and through their respective counsel ofrecord (collectively, the "Parties") in this consolidated civil action (the "Action"), having

applied for an Order seeking, among other things, a class action determination herein and

determining certain matters in connection with the proposed settlement of the Action (the

"Settlement"), in accordance with the Stipulation of Settlement (the "Stipulation") entered into

among the Parties, and for dismissal of the Action as against the defendants in the Action

("Defendants") upon the terms and conditions set forth in the Stipulation;

NOW, upon consent of the Parties, after review and consideration of the Stipulation filed

with the Court and the exhibits annexed thereto, and after due deliberation,

IT IS HEREBY ORDERED that:

I . The Court, for purposes of this Preliminary Approval Order for Notice and Hearing

(the "Preliminary Approval Order"), adopts and incorporates herein all defined terms as set forth in

the Stipulation.

2. The Court hereby conditionally certifies, for purposes ofeffectuating this Settlement,

a class pursuant to Federal Rule of Civil Procedure 23 consisting of all persons who purchased

' The Action purports to name as a defendant an entity identified as "Credit Suisse First Boston." No such entity currently exists. "Credit Suisse First Boston" is the former name of a Swiss affiliate of the U.S. underwriter of the initial public offering ("IPO") of Gravity, Credit Suisse First Boston Securities , LLC, which is now known as Credit Suisse Securities (USA) LLC. Credit Suisse Securities (USA) LLC, the entity on whom service was effected, is therefore the proper defendant in this Action and it is the only Credit Suisse entity that is the proper party to this proposed settlement.

-1- Gravity ADSs from February 7, 2005 to November 10, 2005, inclusive. Excluded from the Class are: Defendants, the directors and offices of Gravity and the Underwriter Defendants, members of their immediate families, and their legal representatives , heirs, successors and assigns, and any entity in which any Defendant has or a controlling interest. Also excluded from the Class are any putative

Class Members who exclude themselves by submitting a request for exclusion in accordance with the requirements set forth in the Notice.

3. For purposes of settlement only, Lead Plaintiff Pipefitters, Local 522 and 633 Pension

Trust Fund is appointed as Class Representative. The appointment of the law firms of Provost

Umphrey Law Firm, LLP and Lerach Coughlin Stoia Geller Rudman & Robbins LLP as Lead

Counsel and Liaison Counsel, respectively, is hereby confirmed.

4. With respect to the Class, for the purposes of the Settlement only, this Court expressly finds and concludes that the requirements of Federal Rule of Civil Procedure 23(a) and

(b)(3) are satisfied as: (a) the members of the Class are so numerous that joinder of all Class

Members in the Action is impracticable; (b) there are questions of law and fact common to the Class which predominate over any individual questions; (c) the claims of the Lead Plaintiff are typical of the claims of the Class; (d) the Lead Plaintiff and its counsel have fairly and adequately represented and protected the interests of all of the Class Members; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of the members of the Class in individually controlling the prosecution of the separate actions, (ii) the extent and nature ofany litigation concerning the controversy already commenced by members of the Class, (iii) the desirability or undesirability of continuing the litigation of these claims in this particular forum, and (iv) the difficulties likely to be encountered in the management of the class action.

-2- 5. Lead and Liaison Counsel are authorized to act on behalf ofthe Class with respect to all acts required by, or which may be given pursuant to, the Stipulation or such other acts that are reasonably necessary to consummate the proposed Settlement set forth in the Stipulation.

6. Lead and Liaison Counsel are hereby authorized to retain the firm of the Gilardi &

Co. LLC as Claims Administrator to supervise and administer the notice and claims procedures.

7. The Court preliminarily approves the settlement of the Action as set forth in the

Stipulation, subject to the right of any Class Member to challenge the fairness, reasonableness, and adequacy of the Stipulation, the proposed Plan of Allocation, or the fairness and adequacy of their representation by Lead and Liaison Counsel, and to show cause, if any exists, why a final judgment dismissing the Action against the Defendants based on the Stipulation should not be ordered herein after due and adequate notice to the Class has been given in conformity with this Order.

8. A hearing (the "Settlement Hearing") shall be held on , 2007, at

.m., in the United States District Court for the Southern District ofNew York, the Honorable

Loretta A. Preska presiding, to:

(a) determine whether the Settlement should be approved by the Court as fair,

reasonable, adequate, and in the best interests of the Class;

(b) determine whether a Final Judgment and Order of Dismissal, in the form of

Exhibit B to the Stipulation, should be entered in the Action;

(c) determine whether the Class should be finally certified for purposes of the

Settlement;

(d) determine whether the Plan of Allocation of settlement proceeds should be

approved by the Court as fair, reasonable, and adequate;

-3- (e) rule on Lead and Liaison Counsel's applications for an award of attorneys' fees and expenses;

(f) to consider the motion for reimbursement to Lead Plaintiff of its reasonable costs and expenses directly relating to its representation of the Class; and

(g) rule on such other matters as the Court may deem appropriate.

9. The Court approves, as to form and content, the Notice of Proposed Settlement of

Class Action, Motion for Attorneys' Fees and Reimbursement ofExpenses and Settlement Hearing, the Proof of Claim and Release form (the "Proof of Claim"), and the Summary Notice, attached to the Settlement Agreement as Exhibits A-1, A-2 and A-3, respectively, and finds that the form and method of notice specified herein is the best notice practicable and shall constitute due and sufficient notice to all persons entitled to receive such notice and fully satisfy the requirements of due process and of Federal Rule of Civil Procedure 23.

10. The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys' fees and expenses and application for reimbursement to Lead Plaintiff for its reasonable costs and expenses directly relating to its representation of the Class, without further notice of any kind to Class Members.

11. The Court reserves the right to approve the Settlement or the Plan ofAllocation at or after the Settlement Hearing with such modification as may be consented to by the Parties and without further notice to the Class.

12. The Claims Administrator, Gilardi & Co. LLC, is hereby appointed to supervise and administer (in accordance with the Settlement Agreement) the Notice Procedure, as well as the processing of claims, and shall make reasonable efforts to identify all persons who are members of the Class, including beneficial owners whose shares of Gravity ADSs are held by banks, brokerage

-4- firms, or other nominees. Gravity shall provide the information from its transfer records required by the Claims Administrator to send the Notice to the persons who can be identified through those same records. No later than fifteen (15) days after the entry of this Order, the Claims Administrator shall send the Notice and the Proof of Claim by first class mail, postage pre-paid, to all members of the

Class at their last known address appearing in the stock transfer records maintained by or on behalf of Gravity (the "Notice Date"). No later than five (5) days from the Notice Date, the Claims

Administrator shall post the Notice and Proof of Claim form on its website at www.gilardi.com.

13. Pursuant to the Notice, each nominee shall either: (1) send the Notice and Proof of

Claim to Class Members for which they act as nominee by first class mail within ten (10) calendar days after the nominee receives the Notice; or (2) send a list of the names and addresses of such beneficial owners to the Claims Administrator within ten (10) calendar days after the nominee receives the Notice and, in the event of the latter, the Claims Administrator shall send by first class mail the Notice and Proof of Claim to all Class Members who are on the list received from the nominee. The Claims Administrator shall, if requested, reimburse banks, brokerage houses, or other nominees for their reasonable out-of-pocket expenses incurred in providing notice to beneficial owners who are Class Members, which expenses would not have been incurred except for the sending of such notice, subject to further order of this Court with respect to any dispute concerning such compensation.

14. Within ten (10) calendar days of the Notice Date, Lead and Liaison Counsel shall publish a Summary Notice, substantially in the form of Exhibit A-3 hereto, once in Investor's

Business Daily. Lead and Liaison Counsel shall file with the Court and serve upon signatory

Defendants ' counsel no later than seven (7) days prior to the Settlement Hearing an affidavit or declaration describing the efforts taken to comply with this Order, stating that the mailings have

-5- been completed in accordance with the terms of this Order, and that the Summary Notice has been published in accordance with the terms of this Order.

15. Any member of the Class who objects to the Settlement, the Plan of Allocation, the representation of the Class by Lead and Liaison Counsel, the application for attorneys' fees and expenses, and/or the application for reimbursement to Lead Plaintiff for its reasonable costs and expenses, or who otherwise wishes to be heard, may appear in person or by his, her, or its attorney at the Settlement Hearing at their own expense, and present evidence or argument that may be proper or relevant; provided, however, that no person other than the Parties and their counsel shall be heard, and no papers, briefs, pleadings, or other documents submitted by any person shall be considered by the Court unless not later than twenty-one (21) calendar days before the Settlement Hearing such person files with the Court and serves upon counsel listed below: (a) a written notice of intention to appear; (b) a statement of such person' s objections to any matters before the Court; (c) the grounds therefor or the reasons that such person desires to appear and be heard, as well as all documents or writings such person desires the Court to consider; and (d) whether that person intends to present any witnesses. Such filings shall be served upon the Court and the following counsel:

Joe Kendall PROVOST UMPHREY LAW FIRM, LLP 3232 McKinney Avenue, Suite 700 Dallas, TX 75204

Ellen Gusikoff Stewart LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 Counselfor Lead Plaintiff

Joseph P. Moodhe DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, NY 10022 Counselfor Defendant Gravity Co. Ltd. -6- 16. Any Class Member who does not make an objection in the time and manner provided shall be deemed to have.waived such objection, shall be bound by the terms of the Settlement

Agreement and the Final Judgment and Order of Dismissal, and shall be foreclosed forever from making any objection to the fairness or adequacy of the proposed settlement as incorporated in the

Settlement Agreement, to the Plan of Allocation, and to the award of attorneys' fees and expenses and interest thereon to Lead Counsel, unless otherwise allowed by the Court.

17. Any person falling within the definition of the Class may, upon request, be excluded from the Settlement. To be timely and valid, any request for exclusion ("Request for Exclusion") must be in writing, must contain all the required information and be received by the Claims

Administrator no later than fifty (50) calendar days following the Notice Date. A Request for

Exclusion must state: (1) the name, address, and telephone number of the person requesting exclusion; (2) the person's purchases and sales of Gravity ADSs made during the Class Period, including the dates, the number of ADSs, and price paid or received per ADS for each such purchase or sale; and (3) that the person wishes to be excluded from the Class. All persons who submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the Stipulation and shall not share in the distribution of the Settlement.

18. Any Class Member who wishes to participate in the Net Settlement Fund must submit a valid Proof of Claim form to the Claims Administrator, at the Post Office Box indicated in the

Notice, postmarked not later than ninety (90) calendar days following the Notice Date. Such deadline may be further extended by Court order. Proof of Claim forms shall be deemed to have been submitted when postmarked, if mailed by first class, or registered or certified mail, postage prepaid, addressed in accordance with the instructions given in the Proof of Claim form. All other

Proof of Claim forms shall be deemed to have been submitted at the time they are actually received

-7- by the Claims Administrator. To be valid, a Proof of Claim must: (1) be completed in a manner that permits the Claims Administrator to determine the eligibility of the claim as set forth in the Proof of

Claim; (2) include the release by the claimant of all Released Parties as set forth in the Stipulation; and (3) be signed with an affirmation that the information is true and correct. All Class Members who do not submit valid and timely Proof of Claim forms shall be forever barred from receiving any payments from the Settlement Fund, but will in all other respects be subject to and bound by the provisions of the Stipulation and the Order and Final Judgment, if entered.

19. Upon the Effective Date of the Settlement, all Class Members who have not timely requested exclusion from the Class, whether or not they file a Proof of Claim, and whether or not they participate in the Net Settlement Agreement, shall be barred from asserting any Released Claim against any of the Released Parties, shall be conclusively deemed to have released and be enjoined from asserting any and all such Released Claims as against any and all of the Released Parties and shall otherwise be subject to the provisions of the Settlement Agreement and the Court's orders as provided thereby.

20. If this Settlement is not approved by the Court or shall not become effective for any reason whatsoever, the Settlement (including any modification thereof) made with the consent of the

Parties as provided for in the Stipulation, any class certification herein, and any actions taken or to be taken in connection therewith (including this Order and any judgment entered herein), shall be terminated and shall become void and of no further force and effect except for the obligation to pay for any expense incurred in connection with the notice and administration provided for by this Order as set forth in paragraph 5.2 of the Stipulation.

21. All proceedings in the Action, other than confirmatory discovery and such proceedings-as may be necessary to carry out the terms and conditions of the Settlement, are hereby

-8- stayed and suspended until further order ofthis Court. All pending deadlines are continued without date. Pending final determination whether the Settlement should be approved, Lead Plaintiff and all members ofthe Class, and each of their heirs, executors, administrators, successors and assigns, and any persons they represent, are barred and enjoined from commencing or prosecuting any action or proceeding in any court or tribunal asserting any of the Released Claims against any of the Released

Parties. Notwithstanding the foregoing, Lead Plaintiff shall not be personally liable for any breach of this provision by any other Class Member.

22. Neither the Stipulation nor any provisions contained in the Stipulation, nor any negotiations, statements, or proceedings in connection therewith, nor any action undertaken pursuant thereto shall be construed as, or deemed to be evidence of, an admission or concession on the part of any Defendant, or any other person of any liability or wrongdoing by them, or any ofthem, and shall not be offered or received in evidence in any action or proceeding, or be used in any way as an admission, concession, or evidence of any liability or wrongdoing of any nature, and shall not be construed as, or deemed to be evidence of, an admission or concession that Lead Plaintiff, any member of the Class, or any other person, has or has not suffered any damage.

23. Any party making submissions to the Court in support of approval of the Settlement or the Plan of Allocation, or in support of Lead and Liaison Counsel's application for an award of attorneys' fees and expenses, shall do so by seven (7) calendar days before the date scheduled for the

Settlement Hearing.

24. The Court authorizes payment out of the Settlement Fund of the expenses described in paragraph 5.2 of the Stipulation.

25. The passage of title and ownership of the Settlement Fund to the Escrow Agent in accordance with the terms of the Stipulation is approved. No person that is not a Class Member or

-9- counsel for Lead Plaintiff shall have any right to any portion of, or in the distribution of, the

Settlement Fund unless otherwise ordered by the Court or otherwise provided in the Stipulation.

- 26. The Court may, for good cause, extend any of the deadlines set forth in this Order without further notice to Class Members.

SIGNED this day of 2007.

THE HONORABLE LORETTA A. PRESKA UNITED STATES DISTRICT JUDGE

-10- EXHIBIT A-i UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x Civil Action No. 1:05-CV-04804-LAP IN RE GRAVITY CO., LTD. SECURITIES (Consolidated) LITIGATION ELECTRONICALLY FILED This Document Relates to: CLASS ACTION ALL ACTIONS NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES AND x SETTLEMENT HEARING

EXHIBIT A- I IF YOU PURCHASED GRAVITY CO., LTD. ("GRAVITY") AMERICAN DEPOSITORY SHARES (ADSs') BETWEEN FEBR UAR Y 7, 2005 AND NOVEMBER 10, 2005, INCLUSIVE, YOU COULD RECEIVE A PA YMENT FROM A CLASS ACTION SETTLEMENT.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

Security and Time Period : Gravity ADSs purchased from February 7, 2005 to November 10, 2005, inclusive.

Settlement Fund : $10,000,000 in cash (before deduction of Court-approved fees and expenses). Your recovery will depend on the number of shares of Gravity ADSs purchased and the timing of your purchases, and any sales. Depending on the number of eligible ADSs that participate in the Settlement and when the ADSs were purchased and sold, the estimated average recovery per ADS will be approximately $0.69 before deduction of Court-approved fees and expenses.

The Lawsuit : Class action lawsuits against the Defendant Gravity, and certain of its officers and directors (the "Individual Defendants"), and the Underwriters of Gravity's February 7, 2005 initial public offering (collectively, the "Defendants") allege that Defendants made misstatements and omissions of material fact in the Registration Statement and Prospectus and press releases and financial statements concerning Gravity's business. See Question 2 below for more information.

Attorneys' Fees and Expenses : Lead and Liaison Counsel have litigated the above- captioned action (the "Action") on a contingent basis and have conducted this litigation and advanced the expenses of litigation with the expectation that if they were successful in recovering money for the Class, they would receive fees and be reimbursed for their expenses from the Settlement Fund, as is customary in this type of litigation. Court-appointed Lead and Liaison Counsel will apply to the Court for attorneys' fees not to exceed 28 % of the Settlement Fund plus out-of-pocket expenses not to exceed $250,000, plus interest on both amounts, all to be paid from the Settlement Fund. If the above amounts are requested and approved by the Court, the average cost per ADS will be $0.21. Application may also be made for reimbursement to the Lead Plaintiff for reimbursement of its reasonable costs and expenses directly relating to its representation of the Class.

Deadlines: Submit Claim: Request Exclusion: File Objection:

Court Hearing on Fairness of Settlement:

More Information:

-1- Claims Administrator: Counsel for Lead Plaintiff: Gravity Co., Ltd. Securities Litigation Claims Administrator Joe Kendall c/o Gilardi & Co., LLC The Provost Umphrey Law Firm, LLP P.O. Box 5100 - 3232 McKinney Avenue, Suite 700 Larkspur, CA 94977-5100 Dallas, Texas 75204

Ellen Gusikoff Stewart Lerach Coughlin Stoia Geller Rudman & Robbins LLP 655 West Broadway, Suite 1900 San Diego, California 92101-3301

• Your legal rights are affected whether you act or do not act in response to this Notice. Read this Notice carefully.

Statement of Recovery

Lead Plaintiff estimates that the average recovery per share of Gravity ADSs under the Settlement will be $0.69 before the deduction of attorneys' fees and expenses, as approved by the Court. The actual recovery per share will depend on: (1) the number of claims filed; (2) when Class Members purchased their ADSs during the Class Period; (3) whether Class Members either sold their ADSs during the Class Period, or held their ADSs past the end of the Class Period; (4) administrative costs, including the costs of notice, for the Settlement; (5) the amount awarded by the Court for attorneys' fees and expenses; and (6) the amount awarded by the Court to Lead Plaintiff for reimbursement of its reasonable costs and expenses directly relating to its representation of the Class. Distributions to Class Members will be made based on the Plan of Allocation set forth in this Notice. See the Plan of Allocation on page 6.

The Circumstances of the Settlement

The principal reason for Lead Plaintiff's consent to the Settlement is to provide a benefit to the Class. This benefit must be compared to the risk that no or a lesser recovery might be achieved after contested motions, a contested trial and likely appeals, possibly years into the future. While Lead and Liaison Counsel believed that the claims asserted in the Complaint have merit, Lead and Liaison Counsel recognize that success against the Defendants is not assured, and that Lead Plaintiff and the Class would face all of the risks associated with pursuing the Action to trial against the Defendants if they did not resolve the claims against the Defendants in the Settlement. The claims advanced by the Class involve numerous complex legal and factual issues, requiring extensive expert testimony, which would add considerably to the expenses and duration of the litigation. This Settlement therefore enables the Class to recover against the Defendants without incurring any additional risk. As a result, Lead Plaintiff believes this Settlement is a fair, reasonable, and adequate recovery for the Class.

-2- YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM The only way to receive a payment if the Settlement is approved.

EXCLUDE YOURSELF Receive no payment . This is the only option that allows you to participate in another lawsuit against Defendants concerning the legal claims being released in this Action.

OBJECT You may write to the Court if you do not like this Settlement, the Plan of Allocation, the request for attorneys' fees and expenses, or the application for an award to Lead Plaintiffs.

GO TO A HEARING You may ask to speak in Court about the fairness of the Settlement.

DO NOTHING You will receive no payment, and give up your rights to bring or pursue any other future action against the Released Parties in connection with the legal claims being released in the case.

• These rights and options - and the deadlines to exercise them - are explained in this Notice. • The Court in charge of this Action must decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement and, if there are any appeals, after they are resolved. Please be patient.

BASIC INFORMATION

1. Why Did I Receive This Notice Package?

You or someone in your family may have purchased shares of Gravity ADSs from February 7, 2005 to November 10, 2005, inclusive (the "Class Period").

If this description applies to you, you have a right to know about a proposed Settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the Settlement. If the Court approves it and after any objections or appeals are resolved, the Claims Administrator appointed by the Court will make the payments that the Settlement allows.

This package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to receive them.

-3- 2. What Is This Lawsuit About?

The lawsuit alleges violations of §§11, 12(a)2 and 15 of the Securities Act of 1933 and §§20(a) and 10(b) ofthe Securities Exchange Act of 1934 and SEC Rule I Ob-5. More specifically, the lawsuit claims that Defendants made misstatements and omissions of material fact in the Registration Statement and Prospectus for Gravity's February 7, 2005 initial public offering, and in press releases and financial statements filed with the Securities and Exchange Commission concerning Gravity's business, which caused Gravity's ADS price to be artificially inflated from February 7, 2005 to November 10, 2005, inclusive. Defendants vigorously deny each and all of the claims made in this lawsuit. Defendants also deny, among other things, the allegations that Lead Plaintiff or the other members of the Class have suffered any damage. The Parties agree that the Settlement shall not be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants or Lead Plaintiff with respect to any claims, potential claims or of any fault or liability of wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have asserted or intend to assert in the lawsuit.

3. Why Is This Action a Class Action?

In a class action, one or more people called class representatives (in this case the Court- appointed Lead Plaintiff, Pipefitters, Locals 522 and 633 Pension Trust Fund), sue on behalf of people who have similar claims. All of these people who have similar claims are referred to collectively as a Class, or individually as Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class. The United States District Court for the Southern District of New York and the Honorable Loretta A. Preska are the Court and judge overseeing this class action.

4. Why Is There a Settlement?

The Court did not decide in favor of Lead Plaintiff or Defendants. Instead, both sides agreed to a settlement. That way, they avoid the cost and risk of further litigation and trial. As explained above, the Lead Plaintiff and its attorneys think the Settlement is best for all Class Members.

WHO IS IN THE SETTLEMENT

To see if you will receive money from this Settlement, you first have to determine if you are a Class Member.

5. How Do I Know if I Am Part of the Settlement?

The Class includes: all persons who purchased Gravity ADSsfrom February 7, 2005 to November 10, 2005, inclusive, except those persons and entities that are excluded, as described below.

6. What Are the Exceptions to Being Included?

You are not a Class Member if you are: a Defendant, a director or officer of Gravity or the Underwriter Defendants, a member of their immediate family, or their legal representatives , heirs, -4- successor(s) or assign(s), or any entity in which a Defendant has or had a controlling interest during the Class Period.

If you sold Gravity ADSs from February 7, 2005 to November 10, 2005, inclusive, that alone does not make you a Class Member. You may be a Class Member only if you purchased Gravity ADSs during the Class Period.

If one of your mutual funds purchased or owns shares of Gravity ADSs, that alone does not make you a Class Member.

7. I Am Still Not Sure if I Am Included.

If you are still not sure whether you are included, you can ask for free help. You can call the Claims Administrator, Gilardi & Co. LLC at 1- 415-461-0410, for more information. Or you can fill out and return the claim form described in Question 10, to see if you qualify.

THE SETTLEMENT BENEFITS - WHAT YOU RECEIVE

8. What Does the Settlement Provide?

Defendants have agreed to create a $10,000,000 cash Settlement Fund. The balance of this fund, after payment of Court-approved attorneys' fees and expenses, any award to the Lead Plaintiff for reimbursement of its reasonable time and expenses, and the costs of claims administration, including the costs of printing and mailing this Notice and the cost of publishing notice (the "Net Settlement Fund"), will be divided among all Class Members who submit valid claim forms.

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

9. How Much Will My Payment Be?

If you are entitled to a payment, your share of the Net Settlement Fund will depend on the number of valid claim forms that Class Members submit, how many Gravity ADSs you purchased, and when you bought and sold your shares. By following the Plan of Allocation described herein, you can calculate your "Recognized Claim." The Claims Administrator will distribute the Net Settlement Fund, that is, the Settlement Fund, less taxes owed, all administrative costs, including the costs of notice, and attorneys' fees and expenses, as awarded by the Court, according to the Plan of Allocation after the deadline for submission of Proof of Claim and Release forms ("Proof of Claim") has passed.

The Claims Administrator shall determine each Authorized Claimant's pro rata share ofthe Net Settlement Fund based upon each Authorized Claimant's "Recognized Claim." The Recognized Claim formula is not intended to be an estimate ofthe amount a Class Member might have been able to recover after a trial, nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement. The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized Claimants. -

-5- The Basis for the Calculation of Your Recognized Claim

A claim will be calculated as follows:

PrehnT nar n of Ailoi:at on of Settlement Proce1ds

Sect^onf 1 ` ms o 'e %rtta 2Li0S ADS O€ferii

The allocation below is based on the following:

February 7, 2005 Common Stock Offering Price: $13.50 per ADS Closing Price on the date the lawsuit was filed' (5/18/05): $6.80 per ADS

For ADSs of Gravity purchased pursuant to, or traceable to, the Registration Statement and Prospectus filed with the SEC in connection with the Company's common stock offering declared effective on, or about February 7, 2005, and

1) sold prior to 5/18/05, the claim per ADS is the lesser of (i) the Purchase Price per ADS less the Sales Price per ADS; or (ii) $13.50 less the Sales Price per ADS. 2) retained at the end of 5/18/05, or, sold on, or after 5/18/05, the claim per ADS is the lesser of (i) the Purchase Price per ADS less the Sales Price per ADS; or (ii) $13.50 less $6.80.

"M4 ^'Vj (am ewber1:0 2005

The allocation below is based on the following price declines:

5/13/05 Price Decline: $3.64 11/10/05 Price Decline: $0.26

For ADSs of Gravity common stock purchased between February 7, 2005 through May 12 2005 , and

a) sold prior to May 13, 2005, the claim per ADS is $0. b) sold between May 13, 2005 through November 9, 2005, the claim per ADS is the lesser of (i) the purchase price less the sales price; or (ii) $3.64 (5/13/05 Price Decline). c) sold on, or retained on November 10, 2005, the claim per ADS is the lesser of (i) the purchase price less $6.59 (11/11/05 Closing Price); or (ii) $3.90 (5/13/05 & 11/10/05 Price Declines).

For ADSs of Gravity common stock purchased between May 13, 2005 through November 9, 2005, and

a) sold prior to November 10, 2005, the claim per ADS is $0. b) sold on, or retained at the close of trading on November 10, 2005, the claim per ADS is the lesser of (i) the purchase price less the sales price; or (ii) $0.26 (1.1/10/05 Price Decline).

For ADSs of Gravity common stock purchased on November 10, 2005 , a) the claim per ADS is $0.

r First Class Action Complaint filed on 5/18/05

-6- Each Authorized Claimant shall be paid the percentage that each Authorized Claimant's claim. bears to the total of the claims of all Authorized Claimants. The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class Member on equitable grounds. Each claimant is deemed to have submitted to the jurisdiction of the Court with respect to the claimant's claim, and the claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant's status as a Class Member and the validity and amount of that claimant's claim. No discovery shall be allowed on the merits of the Action.

The date of purchase or sale is the "contract" or "trade" date and not the "settlement" date. All profits will be subtracted from all losses to determine the net recognized loss of each Class Member. Therefore, you need to list all purchases and sales of Gravity ADSs during the relevant time period. In processing claims, sales will be matched in chronological order, by trade date.

Payments will be final and conclusive against all Class Members. All Class Members whose claims are not approved by the Court will be barred from participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of the Settlement , including the terms of the Order and Final Judgment to be entered in the Action and will be barred from bringing any Settled Claim against any Released Parties (as those terms are defined in the Proof of Claim form enclosed with this Notice, which is available on the Internet at www.Gilardi . com, or through the mail upon request).

HOW YOU RECEIVE A PAYMENT - SUBMITTING A CLAIM FORM

10. How Will I Receive a Payment?

To qualify for payment, you must be an eligible Class Member and you must submit a valid and timely Proof of Claim. A Proof of Claim is enclosed with this Notice. Read the instructions carefully, fill out the form, include all the documents the form requests , sign it, and mail it in an envelope postmarked no later than , 2007. Retain a copy of everything you mail, in case the materials are lost or destroyed during shipping.

11. When Will I Receive My Payment?

The Court will hold a hearing on , 2007, to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether appeals, ifany, can be resolved, and resolving them can take time, perhaps several years. In .addition, the Claims Administrator must process all of the Proofs of Claim. The processing is complicated and will take many months. Please be patient.

12. What Am I Giving Up By Staying in the Class?

Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Released Parties about the claims being released in this Settlement. It also means that all of the Court's orders will apply to you and

-7- legally bind you and you will release your claims in this Action against the Defendants. The terms of the release are included in the Proof of Claim that is enclosed.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a payment from this Settlement, but you want to keep the right to sue or continue to sue the Released Parties on your own about the same claims being released in this Settlement, then you must take steps to exclude yourself from the Settlement. This is referred to as opting out of the Class.

13. How Do I Exclude Myself from the Settlement?

To exclude yourself from the Settlement, you must send a letter by mail stating that you want to be excluded from In re Gravity Co., Ltd.. Securities Litigation, Civil Action No. 1:05-CV-04804- LAP. You must include your name, address, telephone number, your signature, and the number of Gravity ADSs you purchased from February 7, 2005 to November 10, 2005, inclusive, the number of shares you sold during this time period, if any, and the dates of such purchases and sales. You must mail your exclusion request so that it is received no later than , 2007, to:

In re Gravity Co., Ltd. Securities Litigation Claims Administrator c/o Gilardi & Co., LLC P.O. Box 5100 Larkspur, CA 94977-5100

Please keep a copy of everything you send by mail, in case it is lost or destroyed during shipping.

You cannot exclude yourself over the phone or by e-mail. If you ask to be excluded, you are not eligible to receive any settlement payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit and will retain your right to pursue the claims that are being released in this Settlement.

14. If I Do Not Exclude Myself, Can I Sue the Defendants for the Same Thing Later?

No. Unless you exclude yourself, you give up any right to sue the Released Parties for the claims being released by this Settlement. If you have a pending lawsuit relating to the claims being released in this Action against any of the Released Parties, speak to your lawyer in that case immediately, as your claims in that case may be released by this Settlement if you do not exclude yourself from this Action. Remember, the exclusion deadline is 32007.

-8- 15. If I Exclude Myself, Can I Receive a Payment from This Settlement?

No. If you exclude yourself, do not send in a Proof of Claim. But, you may sue, continue to sue, or be part of a different lawsuit asserting the claims being released in this Settlement against the Released Parties.

THE LAWYERS REPRESENTING YOU

16. Do I Have a Lawyer in This Case?

The Court appointed the law firms ofProvost Umphrey Law Firm and Lerach Coughlin Stoia Geller Rudman & Robbins LLP to represent you and the other Class Members. These lawyers are called Lead and Liaison Counsel, respectively. You personally will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

17. How Will the Lawyers Be Paid?

Lead and Liaison Counsel will apply to the Court for attorneys' fees not to exceed 28 % of the Settlement Fund and their expenses, which were advanced in connection with the Action, up to $250,000 (collectively, an average of $0.21 per ADS), plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. Such sums as maybe approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

The attorneys' fees and expenses approved by the Court will be the only payment to Lead and Liaison Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Lead and Liaison Counsel have not been paid for their services for conducting this litigation on behalf ofthe Lead Plaintiffs and the Class nor for their substantial out-of-pocket expenses. The fee requested will compensate Lead and Liaison Counsel for their work in achieving the Settlement Fund and they believe is well within the range of fees awarded to class counsel under similar circumstances in other cases of this type. The Court may, however, award less than this amount.

Lead Plaintiff may also move the Court to award a payment for its reasonable costs and expenses directly relating to its representation of the Class.

OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the Settlement or some part of it.

18. How Do I Tell the Court that I Do Not Like the Settlement?

If you are a Class Member and do not exclude yourself, you can object to the Settlement if you do not like any part of it. To object, you must send a letter to the addresses below saying that you object to the Settlement in In re Gravity Co., Ltd. Securities Litigation, Civil Action No. 1:05- cv-04804-LAP, and you must state the basis for your objection. Be sure to include your name, address, telephone number, your signature, the number of Gravity ADSs you purchased and sold -9- from February 7, 2005 to November 10, 2005, inclusive, and the reasons you object to the Settlement. Any objection to the Settlement must be mailed or delivered such that it is received by each ofthefollowing no later than , 2007:

Court:

Clerk of the Court UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Daniel Patrick Moynihan United States Courthouse 500 Pearl Street, Room 120 New York, NY 10007-1312

Lead and Liaison Counselfor Lead Plaintiff:

Joe Kendall The Provost Umphrey Law Firm, LLP 3232 McKinney Avenue, Suite 700 Dallas, Texas 75204

Ellen Gusikoff Stewart LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego , CA 92101

Counselfor Defendant Gravity Co. Ltd.

Debevoise & Plimpton LLP Joseph P. Moodhe 919 Third Avenue New York, NY 10022

The Court reserves the right to re-schedule the hearing without further notice to Class Members.

19. What' s the Difference Between Objecting and Excluding?

Objecting is simply telling the Court that you do not like something about the Settlement, the Plan ofAllocation, the application for attorneys ' fees and expenses or the request for an award to the Lead Plaintiff. You can object only ifyou stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement . If you exclude yourself, you have no basis to object because the Action no longer affects you.

- 10- THE COURT'S SETTLEMENT FAIRNESS HEARING

20. When and Where Will the Court Decide Whether to Approve the Settlement?

The Court will hold a fairness hearing at _.m., on , 2007, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York 10007- 1312, in Courtroom _. At this hearing the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have requested in writing by , 2007 to speak at the hearing. The Court may also consider Lead and Liaison Counsel's application for attorneys' fees and expenses and whether to make an award to the Lead Plaintiff.

21. Do I Have to Come to the Hearing?

No. Lead and Liaison Counsel will answer any questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.

22. May I Speak at the Hearing?

You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must send a letter stating your intention to appear in In re Gravity Co., Ltd. Securities Litigation, Civil Action No. 1:05-cv-04804-LAP. Be sure to include your name, address, telephone number, your signature, and the number of Gravity ADSs purchased from February 7, 2005 to November 10, 2005, inclusive. Your notice of intention to appear must be received no later than , 2007, and must be sent to the Clerk of the Court, Lead and Liaison Counsel, and Gravity's counsel, at the addresses listed in Question 18. You cannot speak at the hearing if you exclude yourself from the Settlement.

IF YOU DO NOTHING

23. What Happens if I Do Nothing at All?

If you do nothing, you will receive no money from this Settlement. The only way to receive money from this Settlement is by filing a Proof of Claim as described above. Moreover, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Released Parties about the claims being released in this Settlement.

OBTAINING MORE INFORMATION

24. Are There More Details About the Settlement?

This Notice summarizes the proposed Settlement. More details are in the Stipulation of Settlement dated as of July _, 2007 (the "Stipulation"). You can obtain a copy of the Stipulation or more information about the Settlement by visiting www.Gilardi.com or by writing to Lead or -11- Liaison Counsel listed above in Question 18. You can also obtain a copy of the Stipulation from the Clerk's office at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007-1312, during regular business hours.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

SPECIAL NOTICE TO NOMINEES

If you hold Gravity ADSs purchased from February 7, 2005 to November 10, 2005, inclusive, as nominee for a beneficial owner, then, the Court has Ordered that within ten (10) days after you receive this Notice, you must either: (1) send a copy of this Notice by first class mail to all such Persons; or (2) provide a list of the name and addresses of such persons to the Claim Administrator:

In re Gravity Co., Ltd. Securities Litigation Claims Administrator c/o Gilardi & Co., LLC P.O. Box 5100 Larkspur, CA 94977-5100

If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.

DATED: BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

-12- EXHIBIT A-2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x Civil Action No. 1:05-CV-04804-LAP IN RE GRAVITY CO., LTD. SECURITIES (Consolidated) LITIGATION ELECTRONICALLY FILED This Document Relates to: CLASS ACTION ALL ACTIONS PROOF OF CLAIM AND RELEASE

EXHIBIT A-2

x I. GENERAL INSTRUCTIONS

1. To recover as a member of the Class based on your claims in the consolidated class action entitled In re Gravity Co., Ltd. Securities Litigation, Civil Action No. 1:05-cv-04804-LAP

(the "Action"), you must complete this Proof of Claim and Release. If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the proposed Settlement of the Action.

2. Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of the Settlement in the Action.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

AND RELEASE POSTMARKED ON OR BEFORE , 2007, ADDRESSED AS

FOLLOWS:

Gravity Securities Litigation Claims Administrator c/o Gilardi & Co. LLC PO Box 5100 Larkspur, CA 94977-5100

If you are NOT a member of the Class, as defined in the Notice of Proposed Settlement of

Class Action, Motion for Attorneys' Fees and Reimbursement of Expenses and Settlement Hearing

("Notice"), DO NOT submit a Proof of Claim and Release form.

4. If you are a Member of the Class, you are bound by the terms of any judgment entered in the Action, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND

RELEASE FORM. III. CLAIMANT IDENTIFICATION

1. If you purchased Gravity Co., Ltd. ("Gravity") American Depository Shares

("ADSs") and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser.

2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), if different from the beneficial purchaser of Gravity ADSs which forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL

PURCHASER OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH

PURCHASER OR PURCHASERS OF THE GRAVITY ADSs UPON WHICH THIS CLAIM IS

BASED.

3. All joint purchasers must sign this claim . Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The

Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

III. CLAIM FORM

1. In the space provided below in paragraph 6, supply all required details of your transaction(s) in Gravity ADSs. If you need more space, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.

-2- 2. Please provide all of the requested information with respect to all of your purchases and sales of Gravity ADSs which took place at any time from February 7, 2005 to November 10,

2005, inclusive (the 'Class Period"), whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim.

3. List each transaction in the Class Period separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year ofeach

transaction you list.

4. Broker confirmations or other documentation of your transactions in Gravity ADSs

should be attached to your claim. Failure to provide this documentation could delay verification of

your claim or result in rejection of your claim.

5. The requests are designed to provide the minimum amount of information necessary

to process the most simple claims . The Claims Administrator may request additional information as

required to efficiently and reliably calculate your losses. In some cases where the Claims

Administrator cannot perform the calculation accurately or at a reasonable cost to the Class with the

information provided, the Claims Administrator may condition acceptance of the claim upon the

production of additional information and/or the hiring of an accounting expert at the claimant's cost.

6. I made the following purchases of Gravity ADSs from February 7, 2005 to November

10, 2005, inclusive. (Persons who received Gravity ADSs during the Class Period other than by

purchase are not eligible to submit claims for those transactions. Persons or entities who purchased

/sold by reason of having exercised an option must incorporate that into the price accordingly.):

Date(s) of Purchase Number of ADSs Purchase Price Per Aggregate Cost (List Chronologically) Purchased ADSs (including (Month/Day/Year) commissions, taxes, and fees) / / - $ $ / / $ $ -3- $ $ $ $ 1. 1 also made the following sales of Gravity ADSs during the period from February 7,

2005 to November 10, 2005:

Date(s) of Sale Number of ADSs Sales Price Per ADS Amount Received (List Chronologically) Sold (net of commissions, (Month/Day/Year) taxes, and fees) / / $ $ / / $ $ / / $ $ / / $ $

Total ADSs held before the beginning of trading on November 11, 2005:

IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release under the terms of the Stipulation of

Settlement dated as of July 2007 ("Stipulation"). I (We) also submit to the jurisdiction of the

United States District Court for the Southern District of New York with respect to my (our) claim as

a Class Member (as defined in the Notice) and for purposes of enforcing the release set forth herein.

I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment

that may be entered in the Action. I (We) agree to furnish additional information to Lead and

Liaison Counsel to support this claim if required to do so. I (We) have not submitted any other

claim covering the same purchases and sales of Gravity ADSs common stock during the Class

Period and know of no other Person having done so on my (our) behalf.

V. DEFINITIONS AND RELEASE

1. I hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release, relinquish and discharge any and all Released Claims against any and all of the Released Parties, as defined below.

2. "Claims Administrator" means the firm of Gilardi & Co. LLC.

-4- 3. "Defendants" means Gravity, the Individual Defendants and the Underwriter

Defendants.

4. "Gravity" means Gravity Co., Ltd., and its predecessors, successors, affiliates, parents, subsidiaries or divisions.

5. "Individual Defendants" means Richard Hyonkook Kim, Kwan Shik Seo, David

Woong-Jin Yoon, Jung Ryool Kim, Yeon Ho Moon, Sung Hee Lee, Eun Jong Lee and Myung Whan

Suh.

6. "Released Claims" means any and all claims, debts, demands, rights or causes of action or liabilities, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, whether class or individual in nature, including both known claims and Unknown Claims (as defined below), (i) that have been asserted in this Action by Lead

Plaintiff or the Class Members or any of them against any of the Released Parties, or (ii) that could have been asserted in any forum by Lead Plaintiff or the Class Members or any of them against any of the Released Parties, which arise out of or relate to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, asserted, set forth, referred to or that could have been asserted in the Consolidated Amended Complaint (the "CAC") and based upon or related in any way to the purchase of Gravity ADSs by Lead Plaintiff or any Class Member during the Class

Period, as well as the facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failure(s) to act alleged or that could have been alleged in the Action by Lead Plaintiff or any

Class Member.

7. "Released Defendants' Claims" means any and all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other

-5- law, rule or regulation, including both known claims and Unknown Claims, that have been or could have been asserted in the Action or any forum by the Defendants, or the successors and assigns of any of them against the Lead Plaintiff, any ofthe Class Members or their attorneys, which arise out of or relate in any way to the institution, prosecution, or settlement of the Action, excluding any claims for breaches of the Stipulation.

8. "Released Parties" means each and all of the Defendants, their past or present accountants, advisors, agents, assigns, attorneys, auditors, banks or investment banks, co-insurers, consultants, directors, divisions, employees, heirs, insurers, officers, parents, controlling shareholder, predecessors, reinsurers, representatives, stockholders, spouses, subsidiaries, successors, related or affiliated entities, any entity in which any Defendant has a controlling interest, any member of an

Individual Defendant's immediate family, or any trust ofwhich any Defendant is the settlor or which is for the benefit of any Individual Defendant and/or member(s) of his family.

9. "Underwriter Defendants" means Credit Suisse Securities (USA) LLC (named in the

CAC as Credit Suisse First Boston), Daewoo Securities Co., Ltd., CIBC World Markets Corp. and

CLSA Limited.

10. "Unknown Claims" means any and all Released Claims which the Lead Plaintiff or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release ofthe Released Parties, and any Released Defendants' Claims which any Defendant does not know or suspect to exist in his,. her or its favor, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Released Claims and

Released Defendants' Claims, the Parties stipulate and agree that upon the Effective Date, the Lead

Plaintiff and Defendants shall expressly waive, and each Class Member shall be deemed to have waived, and by operation of the Order and Final Judgment shall have expressly waived, any and all

-6- provisions rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable , or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiff and the Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but the Lead Plaintiff shall expressly waive, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Order and Final

Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and Defendants acknowledge, and the Class Members by operation of law shall be deemed by operation of the Order and Final Judgment to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Released Claims and

Released Defendants' Claims was separately bargained for and was a key element of the

Settlement.

11. This release shall be of no force or effect unless and until the Court approves the

Stipulation and it becomes effective on the Settlement Effective Date.

-7- 12. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

13. I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in Gravity ADSs that occurred during the Class Period as well as the number of Gravity ADSs held by me (us) at the close of trading on November 10, 2005, and that such information is true and accurate to the best of my (our) knowledge.

-8- ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the Certification section of the Proof of Claim and Release on Page

2. If this claim is being made on behalf ofjoint claimants, both must sign.

3. Remember to attach supporting documentation, if available.

4. Do not send original stock certificates.

5. Keep a copy of your Proof of Claim and Release form and all documents submitted

I for your records.

6. If you desire an acknowledgment of receipt of your claim form, please send it

Certified Mail, Return Receipt Requested.

7. If you move, please send the Claims Administrator your new address.

This form and your supporting documentation must be postmarked

no later than , 2007.

-9- SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number ("TIN") and Certification

PART I

NAME:

Check appropriate box:

q Individual/Sole Proprietor q Pension Plan q Corporation q Partnership q Trust q IRA q Other

Enter TIN on appropriate line.

o For individuals, this is your Social Security Number ("SSN").

o For sole proprietors, you must show your individual name, but you may also enter your business or "doing business as" name. You may enter either your SSN or your Employer Identification Number (`BIN").

o For other entities, it is your EIN.

or Social Security Number Employer Identification Number

PART II

For Payees Exempt from Backup Withholding

If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line:

PART III

Certification

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:

1. The number shown on this form is my correct TIN; and

2. I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or -10- dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out Item 2 above. -

SEE ENCLOSED FORM W-9 INSTRUCTIONS

The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding.

I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct.

Executed this day of (Month/Year) in (City) (State/Country)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator)

-11- EXHIBIT A-3 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x Civil Action No. 1:05-CV-04804-LAP (Consolidated) IN RE GRAVITY CO., LTD. SECURITIES LITIGATION ELECTRONICALLY FILED

This Document Relates to: CLASS ACTION SUMMARY NOTICE ALL ACTIONS EXHIBIT A-3

x TO: ALL PERSONS WHO PURCHASED GRAVITYCO., LTD. AMERICANDEPOSITORY SHARES FROM FEBRUARY 7, 2005 TO NOVEMBER 10, 2005, INCLUSIVE (THE "CLASS').

YOU ARE HEREBY NOTIFIED that the above-captioned action has been certified as a class action for certain purposes and that a settlement for Ten Million Dollars ($10,000,000) has been proposed. A hearing will be held before the Honorable Loretta A. Preska in the United States

District Court for the Southern District ofNew York, at the Daniel Patrick Moynihan United States

Courthouse, 500 Pearl Street, New York, NY 10007, at _.m., on , 2007 to determine whether: (1) the proposed Settlement and Plan of Allocation of Settlement Proceeds should be approved by the Court as fair, reasonable and adequate; (2) Lead and Liaison Counsel's application for an award of attorneys' fees and expenses from the Settlement Proceeds should be approved; (3) Lead Plaintiff should be reimbursed from the Settlement Proceeds for its reasonable costs and expenses directly related to its representation of the Class in the litigation; and (4) the claims against Defendants should be dismissed with prejudice.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS

WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE NET

SETTLEMENT FUND. If you have not yet received the full printed Notice of Proposed Settlement of Class Action, Motion for Attorneys' Fees and Reimbursement of Expenses and Settlement

Hearing (the "Notice") or the Proof of Claim and Release form ("Proof of Claim") you may obtain copies of these documents by contacting:

Gravity Securities Litigation Claims Administrator c/o Gilardi & Co. LLC P.O. Box 5100 Larkspur, CA 94977-5100 www.gilardi.com Inquiries , other than requests for the forms of Notice and Proof of Claim, may be made to:

Lead and Liaison Counselfor Plaintiff.

Joe Kendall PROVOST UMPHREY LAW FIRM, LLP 3232 McKinney Avenue, Suite 700 Dallas, TX 75204

Ellen Gusikoff Stewart LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101

To participate in the Settlement, you must submit a Proof of Claim no later than

2007. As more fully described in the Notice, the deadline for submitting objections and requests for exclusions is , 2007.

Further information may also be obtained by directing your inquiry in writing to the Claims

Administrator, Gilardi & Co. LLC, at the address listed above.

DATED: , 2007 BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

-2- EXHIBIT B UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x Civil Action No. I :05-CV-04804-LAP IN RE GRAVITY CO., LTD. SECURITIES (Consolidated) LITIGATION ELECTRONICALLY FILED This Document Relates to: CLASS ACTION ALL ACTIONS ORDER AND FINAL JUDGMENT

EXHIBIT B

x The Stipulation of Settlement dated as of July _, 2007, (the "Stipulation"), of the above- captioned consolidated civil action (the "Action"), having been presented at the Settlement Hearing on ; 2007, pursuant to the Order for Notice and Hearing entered herein on

2007 ("Preliminary Approval Order"), which Stipulation was joined and consented to by Lead Plaintiff (on behalf of itself and each of the Class Members) and Defendants

Gravity Co., Ltd. ("Gravity" or the "Company"), Jung Ryool Kim ("J. Kim"), and Credit Suisse First

Boston' , Daewoo Securities Co., Ltd., CIBC World Markets Corp. and CLSA Limited (the

"Underwriter Defendants"), by and through their respective counsel of record in the Action, and which (along with the defined terms therein) is incorporated herein by reference.

The Court, having determined that notice of said hearing was given in accordance with the

Preliminary Approval Order to members of the Class as certified by the Court in the Preliminary

Approval Order, and that said notice was the best notice practicable and was adequate and sufficient; and the Parties having appeared by their attorneys of record; and the attorneys for the respective

Parties having been heard in support of the Stipulation and the settlement of the Action (the

"Settlement"); and an opportunity to be heard having been given to all other persons desiring to be heard as provided in the notice; and the entire matter of the Settlement having been considered by the Court;

' The Action purports to name as a defendant an entity identified as "Credit Suisse First Boston." No such entity currently exists. "Credit Suisse First Boston" is the former name ofa Swiss affiliate of the U.S. underwriter of the initial public offering ("IPO") of Gravity, Credit Suisse First Boston Securities , LLC, which is now known as Credit Suisse Securities (USA) LLC. Credit Suisse Securities (USA) LLC, the entity on whom service was effected, is therefore the proper defendant in this Action and it is the only Credit Suisse entity that is the proper party to this Settlement.

-1- IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:

1. The Court, for purposes of this Order and Final Judgment, adopts all defined terms as.

set forth in the Stipulation and incorporates the terms of the Stipulation by reference herein.

2. The Court has jurisdiction over the subject matter of the Action, the Lead Plaintiff, the other members of the Class, and the Defendants who have appeared in the Action to approve the

terms of the settlement that are set out in the Settlement Agreement.

3. The Notice of Proposed Settlement of Class Action, Motion for Attorneys ' Fees and

Reimbursement of Expenses and Settlement Hearing (the "Notice") has been given to the Class (as

defined hereinafter), pursuant to and in the manner directed by the Preliminary Approval Order,

proof of the mailing of the Notice was filed with the Court by Lead and Liaison Counsel, and full

opportunity to be heard has been offered to all Parties, the Class, and persons in interest. The form

and manner of the Notice is hereby determined to have been the best notice practicable under the

circumstances and to have been given in full compliance with each of the requirements of Federal

Rule of Civil Procedure 23, and it is further determined that all members of the Class are bound by

the Judgment herein.

4. For purposes of the settlement only, pursuant to Federal Rule of Civil Procedure 23:

(a) the Court specifically finds that (i) the Class, as defined below, is so numerous

that joinder of all members is impracticable, (ii) there are questions of law and fact common to the

Class, (iii) the claims of the Lead Plaintiff are typical of the claims of the Class, and (iv) the Lead

Plaintiff will fairly and adequately protect the interests of the Class;

(b) the Court finds that Lead Plaintiff and Lead and Liaison Counsel have

adequately represented the interests of the Class with respect to the Action and the claims asserted

therein;

-2- (c) the Court finds that the questions of law or fact common to the members of the Class predominate over any questions affecting only individual members, and that the class action is superior to other available methods for the fair and efficient adjudication ofthe controversy; and

(d) this Action is hereby certified as a class action on behalf of all persons who purchased Gravity ADSs from February 7, 2005 to November 10, 2005, inclusive (the "Class")

Excluded from the Class are: Defendants, the directors and officers of Gravity and the Underwriter

Defendants, members of their immediate families, and their legal representatives, heirs, successors and assigns, and any entity in which any Defendant has or had a controlling interest . Also excluded from the Class are any putative Class Members who excluded themselves by submitting a request for exclusion in accordance with the requirements set forth in the Notice (see Exhibit I attached hereto).

5. The Settlement, and all transactions preparatory or incident thereto, are found to be fair, reasonable, adequate, and in the best interests of the Class, and it is hereby approved. The

Parties are hereby authorized and directed to comply with and to consummate the Settlement in accordance with its terms and provisions; and the Clerk of this Court is directed to enter and docket this Judgment in the Action.

6. This Judgment, the Stipulation and all negotiations, statements, and proceedings in connection herewith shall not, in any event, be construed or deemed to be evidence of an admission or concession on the part of the Lead Plaintiff, any Defendant, any member ofthe Class, or any other person, of any liability or wrongdoing by them, or any of them, and shall not be offered or received in evidence in any action or proceeding (except an action to enforce the Stipulation and Settlement contemplated hereby), or be used in any way as an admission, concession, or evidence of any liability or wrongdoing of any nature, and shall not be construed as, or deemed to be evidence of, an

-3- admission or concession that Lead Plaintiff, any member of the Class, any present or former ADS holder of Gravity, or any other person, has or has not suffered any damage.

7. Upon the Effective Date of this Settlement, Lead Plaintiff and members of the Class on behalf of themselves and each of their heirs, executors, administrators, predecessors, successors and assigns, and any persons they represent, shall, with respect to each and every Settled Claim, release and forever discharge, and shall forever be enjoined from prosecuting, any Settled Claims against any of the Released Parties.

8. Upon the Effective Date of this Settlement, each of the Defendants, on behalf of themselves and their predecessors, successors and assigns, shall release and forever discharge each and every of the Settled Defendants' Claims, and shall forever be enjoined from prosecuting the

Settled Defendants' Claims.

9. It is the intention of the Parties to extinguish all Released Claims, and, consistent with such intention, the Class has waived its rights, to the extent permitted by law, under Section 1542 of the California Civil Code, or any other similar state law, federal law, or principal of common law, which may have the effect of limiting the releases set forth in ¶¶7-8 above. The releases ordered hereby extend to claims that the Lead Plaintiff, the Class Members and the Released Parties do not know or suspect to exist as of the Effective Date of the Settlement as defined in the Stipulation which, if known, might have affected their decision regarding the releases contained in this

Judgment. Lead Plaintiff, the Class Members, and the Released Parties have acknowledged that they may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of the releases, but have stated that it is their intention to fully, finally, and forever settle and release any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, including,

-4- but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, and without regard to the subsequent discovery or existence of such additional or different facts.

10. The Court finds and concludes, pursuant to Section 211)(c)(1) of the Securities

Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, §§78u-

4(c)(1), 15 U.S.C. 77z-1(c)(1), that the Lead Plaintiff, Lead and Liaison Counsel, Defendants, and

Defendants' Counsel have complied with each requirement of Rule 11(b) of the Federal Rules of

Civil Procedure as to any complaint, responsive pleading, or dispositive motion.

11. The Court finds that all persons within the definition of the Class have been adequately provided with an opportunity to remove themselves from the Settlement by executing and returning a "request for exclusion" in conformance with the terms of the Stipulation. All persons who have requested exclusion from this Settlement in the manner described in the Notice are not bound by this Judgment. All persons who have opted out of this Action are identified on Exhibit 1 attached hereto.

12. In the event that the Settlement fails to become effective in accordance with its terms, or if this Judgment is reversed, vacated, or materially modified on appeal (and, in the event of material modification, if any party elects to terminate the Settlement), this Judgment (except this

Paragraph) shall be null and void, the Settlement shall be deemed terminated, and the Parties shall return to their pre-settlement positions as provided for in the Stipulation, except that (1) any modifications, reversal, or vacation of the award of attorneys' fees and expenses to Lead and Liaison

Counsel on appeal or in any further motions in this Court shall in no way disturb or affect any other part of this Judgment, and (2) any further proceedings, whether in this Court or on appeal, related to the Plan of Allocation shall in no way disturb or affect any other part of this Judgment.

-5- 13. Only those Class Members filing valid and timely Proof of Claim and Release forms shall be entitled to participate in the Settlement and receive a distribution from the Net Settlement

Fund. The Proof of Claim and Release form to be executed by the Class Members shall further release all Settled Claims against the Released Parties . All Class Members shall, as of the

Settlement Effective Date, be bound by the releases set forth herein whether or not they submit a valid and timely Proof of Claim and Release form.

14. Without affecting the finality of this Judgment in any way, the Court reserves exclusive and continuing jurisdiction over the Action, the Lead Plaintiff, the Class, and the Released

Parties for the purposes of: (1) supervising the implementation, enforcement, construction, and interpretation of the Stipulation, the Plan of Allocation, and this Judgment; (2) hearing and determining any application by Lead and Liaison Counsel for an award of attorneys' fees and expenses; and (3) supervising the distribution of the Settlement Fund.

SIGNED this day of 2007.

THE HONORABLE LORETTA A. PRESKA UNITED STATES DISTRICT JUDGE

-6- DECLARATION OF SERVICE BY MAIL

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen ofthe United-States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested party in the within action; that declarant's business address is 655 West Broadway, Suite 1900, San

Diego, California 92101.

2. That on July 31, 2007, declarant served the STIPULATION OF SETTLEMENT by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached

Service List.

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 31st day of July, 2007, at San Diego, California.

DANE M. MCNER GRAVITY (LEAD) Service List - 5/24/2007 (05-0115) Thge 1 of 2

Counsel For Defendant(s) * Ross J. Ellick Joseph P. Moodhe Cole, Schotz, Meisel , Foman & Leonard, P.A. Debevoise & Plimpton LLP 900 Third Avenue, 16th Floor 919 Third Avenue New York, NY 10022 New York, NY 10022 212/752-8000 212/909-6000 212/752-8393 (Fax) 212/909-6836(Fax)

Michael Osnato John D. Lovi Linklaters Steptoe & Johnson LLP 1345 Avenue of the Americas 750 Seventh Avenue, Suite 1900 New York, NY 10019 New York, NY 10019 212/903-9000 212/506-3900 212/903-9100 (Fax) 212/506-3950 (Fax)

Counsel For Plaintiff(s) *Samuel H. Rudman *Joe Kendall David A. Rosenfeld Willie C. Briscoe Mario Alba, Jr. Provost Umphrey Law Firm, LLP Lerach Coughlin Stoia Geller Rudman & 3232 McKinney Avenue, Suite 700 Robbins LLP Dallas, TX 75204 58 South Service Road , Suite 200 214/744-3000 Melville, NY 11747 214/744-3015 (Fax) 631/367-7100 631/367-1173 (Fax) GRAVITY (LEAD) Service List - 5/24/2007 (05-0115) je2of 2

John Frith Stewart Stewart, Roelandt, Stoes"s, Craigmyle & Emery PLLC 6506 West Highway 22, P.O. Box 307 Crestwood, KY 40014 502/241-4660 502/241-9301 (Fax)

*Denotes service via overnight delivery