A. The Plaintiff as a party is a KOSDAQ-listed company that mainly engages in the manufacture and sale of automobile parts with its head office and factories in Daegu, and a stock company A (hereinafter “A”) is a company that mainly aims at manufacturing and selling industrial machinery, semiconductor manufacturing equipment, automation system, and functional films.

B. Preparation of a memorandum of Understanding and payment of performance guarantee 1) The Plaintiff’s film business (hereinafter “instant film business”) between A and A on January 29, 2016.

2) In order to accept a statement of understanding (hereinafter referred to as “instant statement of understanding”)

(A) The conclusion of the instant MOU and the principal contents of the instant MOU are as follows (hereinafter “A”) and “B” refer to the Plaintiff:

A. The former sentence of the MOU on A’s film-related business takeover limit (MU) designated “B” as the transferee for this transaction with respect to the transfer of film-related business entity (including real estate of A; hereinafter the same) except for the system-related business of A (hereinafter “this transaction”). Accordingly, “A” and “B” enter into this MOU with a view to prescribing the basic matters necessary for the conclusion of the contract for the transfer of business prior to the conclusion of the final contract for the main transaction of “A” (hereinafter “business takeover agreement”). Article 3 (Business Acquisition Price)

1. The “B” also takes over the film-related business entity of “A” under this letter of understanding, and for this purpose, the amount of business takeover also pays to “A” on the date of conclusion of the contract (hereinafter “the price for business takeover”) and, unless otherwise adjusted by Article 6, the amount agreed between “A” and “B” (1,500,000,000).

2. “A” and “B” are if the average operating income of the film-related business division for the future period (2017 and year 2018) is at least 1.5 billion won.