A. From January 1, 2003, the Plaintiff had been running design service business against Hyundai Heavy Industries, etc. with the trade name C, and the Defendant is a corporation established for the purpose of vessel design service business.

B. On July 1, 2006, the Plaintiff decided to merge with the Defendant Company in the form of absorbing C, which it operated, and entered into a joint agreement with the Defendant Company as follows (hereinafter “instant agreement”).

The defendant and C of a joint business contract shall be merged under the following conditions and shall be faithfully implemented in respect of good faith and respect:

under section A, B, the term "A".

Merger Date: Name of the company on July 1, 2006: Type of merger of the defendant:

1. The ratio of shares between A and B shall be 83:17;

2. paragraph 1 shall apply mutatis mutandis to the distribution of profits, loss, and amount of investment in the world.

Incidental Matters:

1. All the personnel, equipment, etc. of A and B shall belong to A;

2. All the provisions such as wages, management systems, and bylaws shall be governed by the provisions of A; and

3. The profits prior to the merger of Gap and Eul, and taxes and debts shall be dealt with under their respective responsibilities.

4. Important decisions made by the company, such as personnel management, wage adjustment, acceptance or order, cost, accounting, etc., shall be made after gathering opinions from the board of directors.

5. General matters which have not gone through the resolution of the board of directors shall be managed under the responsibility of the representative director, but shall be approved ex post facto by the board of directors.

6. The representative director shall execute the affairs of cost, accounting and budget bill after obtaining approval from the board of directors by a person in charge of accounting;

7. The business division that must continue from among the business affairs conducted by Gap and Eul prior to the merger shall be the number of persons, facilities, and equipment after the merger;

Provided, That the performance of duties after the merger shall not be interrupted.

8. The president shall take exclusive charge of the external activities of Gap after the merger.

9. General technical affairs shall be administered by the station and responsible manager in charge;

10.The composition, competence and liability of the board of directors shall be specified separately in the composition.

11.This consultations shall: