2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

A. C acquired management rights of E corporation (hereinafter “E”) through the Plaintiff, through the Plaintiff, who held 100% of shares as the representative director and held office as the Plaintiff. On April 1, 2009, the Plaintiff entered into an agreement to acquire management rights with the effect that: (a) on April 1, 2009, the Plaintiff shall acquire all of the shares issued by E from the former shareholders of E with a face value of KRW 50,000 in total at KRW 10,000; and (b) upon concluding a contract, the Plaintiff shall pay KRW 350,000 out of the share price and pay the remainder after the court decides to approve the rehabilitation plan.

B. On January 23, 2009, the Gwangju District Court rendered a decision to commence rehabilitation procedures for E, and on September 23, 2009, rendered a decision to authorize rehabilitation plans with the content that the 50,000 shares issued E shall be reduced by 25,000 shares, and KRW 1,80,000 shall be repaid in 8 years with a two-year grace period.

C. C borrowed a total of KRW 400 million from April 2009 to May 18, 2013 (hereinafter “the instant loan”). D, on behalf of the Defendant, borrowed a total of KRW 400 million from May 18, 2013 (hereinafter “the instant loan”).

On April 4, 2011, the Defendant demanded C to transfer 22% of the E shares as a meritorious share, and C has made a written agreement to the Defendant on April 21, 2011, stating that “I, as a result of E reorganization, shall guarantee 10% of the shares owned by the principal in respect of the maximum shares.”

E. The Plaintiff owned 35,00 shares E around June 2, 201, but the Plaintiff transferred 1,750 shares equivalent to 5% of the shares above to the Defendant (hereinafter “instant share transfer contract”), and the Defendant completed the transfer of ownership to the said shares.

F. On February 13, 2013, the Gwangju District Court concluded the rehabilitation procedure E, and on May 16, 2013, rendered a decision to permit the reduction of capital to reduce the total number of shares issued E to 50,000 shares to 25,000 shares, according to the above court’s decision to authorize the rehabilitation plan.

(g) E is KRW 50 million on May 24, 2013.