A. B, on July 11, 2012, acquired 100,000 shares issued by the Defendant (i.e., common shares to be converted into registered preferential shares; hereinafter “instant shares”) from the Defendant (i.e., “registered preferential shares”); (ii) KRW 102,00,000 out of the purchase price of shares is contractual date; and (iii) the remainder shall be paid immediately after all of the redemption preferential shares were converted into common shares; and (iv) the remainder shall be made on August 1, 2012; and (v) the remainder shall be made at the time of preparing the remainder; and (v) the stock acquisition agreement (hereinafter “instant stock acquisition agreement”) was concluded to reverse a contract and to revert the down payment to the Defendant on the same day; and (v) the remainder shall be paid 102,000,000 won to the Defendant on the same day.

B. On July 11, 2012, the Plaintiff entered into a stock acquisition agreement with B to acquire KRW 100,000 of the instant shares in KRW 540,00,000. The stock acquisition agreement set the same as the stock acquisition agreement between B and the Defendant, and the Plaintiff paid KRW 108,00,000 as the down payment on the said contract date.

C. Upon the conclusion of the instant stock acquisition agreement, the Defendant requested the KFD Co., Ltd. to convert the 28,000 shares a conversion priority share into common shares, and was converted into 102,662 shares a common share, and notified that the conversion into BE was completed, and requested the payment of the balance by August 1, 2012 scheduled.

However, B failed to pay any balance by August 1, 2012, and the Defendant requested the Defendant to postpone the payment date until August 14, 2012 and accepted it. However, B did not pay any balance until the delayed date, and the Defendant notified B of the cancellation of the share acquisition contract and the forfeiture of the down payment on August 17, 2012.