1. The Plaintiff (Counterclaim Defendant) paid KRW 900,000,000 to the Defendant (Counterclaim Plaintiff) and its related amount from September 1, 2014 to May 12, 2016.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. The plaintiff and the defendant's status and the defendant's service contract 1) The defendant corporation D (hereinafter "D")

(2) On April 4, 2012, the Defendant entered into a “M&A-related service contract” with the content that, in order to sell D stocks and management rights held by the Defendant to a third party, he/she will provide appropriate underwriters with physical color, selection, negotiation of sale terms and conditions, and mediation and merger (M&A) services, and pay 10% of the sales final amount as remuneration for services.

B. The Defendant concluded and terminated a share transfer contract between the Defendant and E (1) on April 1, 2013, and the Defendant is the E Co., Ltd. (hereinafter “E”).

B) The Defendant sold D’s shares and management rights for KRW 6.5 billion in the purchase price to E, and some of the purchase price was to obtain a loan of KRW 3.5 billion from financial institutions and to obtain a loan of KRW 3.5 billion in the purchase price, and entered into a “transfer and acquisition agreement of shares and management rights (hereinafter “instant transfer and acquisition agreement”)” with the content that D is to obtain a loan of KRW 3.0 billion in the purchase price. (2) E borrowed KRW 3 billion from D to the Defendant, and paid KRW 3 billion in total the down payment and the first intermediate payment (as to the transfer of the purchase price of shares, the following clause (c)) and the remainder and balance.

3) On September 2, 2013, E and the Defendant agreed to terminate the instant transfer/acquisition agreement as follows (after this, E and the Defendant agreed to change the penalty to be paid to the Defendant from KRW 80 million to KRW 280 million on October 21, 2013.

1) Article 3 of the Agreement on Termination of the Transfer/Acquisition of Stocks and Management Rights (i.e., the confirmation of termination of the contract and the date thereof) confirms that E did not pay to the Defendant the payment of the intermediate payment and the intermediate payment of the payment of the price set forth in the instant transfer/acquisition agreement by the agreed date, and due to E’s return.