A. The plaintiffs are shareholders of Co., Ltd. established for the purpose of ready-mixed manufacturing business and aggregate extraction business (hereinafter referred to as “C”), and the defendant is a cooperative established for joint production, processing, etc., and for the purpose of the creation, management, and operation, etc. of a complex and common facilities for such purpose

B. C was designated as a project implementer to develop the D Japan E Industrial Complex (hereinafter “instant industrial complex”). On November 28, 2014, the Defendant drafted a memorandum of understanding for M&A (hereinafter “instant memorandum of understanding”) with the Plaintiff, a shareholder representative of C, as follows:

Article 1 (Purpose) For M&A to acquire shares of the Plaintiff A (hereinafter referred to as “A”) issued by the Defendant (hereinafter referred to as “B”), in possession of the instant business rights by the Defendant (hereinafter referred to as “A”), the purpose of this Understanding is to provide all information on the instant business rights and to finally conclude M&A by examining the major conditions under this case M&A, and thereby to review the major conditions under this case’s M&A, and thereby to conclude each party’s M&A.

Article 2 (M&A Methods, etc.)

1. The instant project rights, the main project of Eul, are M&A, shall be as follows: (a) the instant project rights are approved and permitted by the Gyeongnam-do in which C is running:

Approval of the Esansan Industrial Complex D and the designation of a project operator in Yangsan-si, Gyeongnam-si;

(b) Project right to collect earth and rocks above;

2. The method of M&A of this case shall be that of taking over the personal stocks issued by C.

3. A and C shall transfer before the final acquisition of any project other than the instant business rights in which C is running, and shall include C’s business rights and related assets and liabilities in a way that C acquires a division by spin-off, and shall reflect the details and methods thereof in the final M&A contract.

§ 3.(The acquisition price of shares in this case)

1.The shares of this case.