2. The Defendant-Counterclaim Plaintiff (Counterclaim Defendant) is 79,524.

A. The Plaintiff is the representative director of the Plaintiff Company C (hereinafter “Nonindicted Company”), and the Defendant, from around 1998, held part of the shares of the Nonparty Company and was employed as an officer, and retired from the Nonparty Company around early 2009.

B. The Plaintiff and the Defendant filed a complaint on the charge of occupational embezzlement, etc. around 2009. On December 8, 2009, the Plaintiff and the Defendant revoked both complaints and agreed on the following (hereinafter “instant agreement”).

The plaintiff and the defendant agree to transfer 35% of the shares of the non-party company's friendship to the person designated by the plaintiff, and as follows.

(Distribution of Property)

1. The plaintiff's ownership (the content omitted);

2. Possession of the defendant (detailed payment omitted) (cash payment).

3. The amount deposited in the account of the non-party corporation as of the agreed date shall be owned by the plaintiff, and 20 million won among them shall be paid to the defendant by January 31, 2010.

(Special Agreement after Agreement)

5. Of the tax imposed on transfer and acquisition, the transfer tax is assessed against the Plaintiff, and the registration tax is assessed against the Defendant.

6. The Plaintiff shall bear corporate tax imposed in fiscal year 2009.

7. After the agreement, 55% of the taxes imposed on the non-party company out of the taxes arising from the period and agreement of the defendant's employment in the non-party company after the agreement shall be borne by the plaintiff, and 45%

8. The Defendant is responsible for imposing taxes that the Plaintiff may incur as a result of the transfer of ownership and the payment of cash on the Defendant Party B.

C. As a result of the tax investigation on the non-party company conducted before and after the preparation of the instant agreement, the tax was imposed on the non-party company for the following reasons. The Plaintiff paid it from April 2010 to August 2010.

① The aggregate amount of withholding tax on wage and salary income tax imposed by deeming the provisional payment paid to the Plaintiff and the Defendant, an executive officer of the non-party company, as bonus = KRW 21,227,590 for the year 205 = KRW 3,337,670 for the year 2006, KRW 1,463,540 for the year 207.