A. On March 22, 2012, before entering into this contract, the Plaintiff entered into an agreement with the Defendant to transfer the business right (hereinafter referred to as “instant business right”) that was acquired from the RIPG (RIPG), and prepared a memorandum of understanding with the Defendant as follows (hereinafter referred to as “instant memorandum of Understanding”).

As to the sale of business rights, the plaintiff recently designated the defendant as a priority negotiation subject to this transaction.

Accordingly, the parties agree to determine the basic matters necessary for the conclusion of the sales contract before the defendant concludes this contract for purchasing the plaintiff's business rights as follows.

Article 1 (Purpose) In order to purchase the Plaintiff’s business rights, the Defendant concludes a MOU with the objective of setting in advance the criteria for concluding a sales contract by writtenizing the rights and obligations of the Plaintiff and the Defendant agreed up until now, and by establishing the procedures for purchase and other trading conditions.

Article 2 (Purchase Price and Terms and Conditions of Purchase) Sales Price shall be a total of KRW 15 million (15,00,000,000).

Article 4 (Conclusion of Sales Contracts) The plaintiff and the defendant enter into a sales contract by May 21, 2012.

Provided, That a change may be made by agreement of the parties.

Article 12 (Matters of Special Agreement) ① Within 60 days from the date on which this letter of understanding is concluded, the defendant shall enter into the contract. If the defendant fails to perform this contract within 60 days, the defendant shall pay the plaintiff a penalty, namely, one billion won.

(3) Contract term: From March 22, 2012 to May 21, 2012: Provided, That the defendant must enter into a separate contract, i.e., this does not result in exceptional circumstances after an inspection.

B. Since May 21, 2012, the Defendant did not conclude a sales contract with the Plaintiff for the instant business rights until then.

[Reasons for Recognition] Facts without dispute, Gap evidence Nos. 1 to 3, 2, 3, Eul evidence No. 1, and the purport of the whole pleadings.