1.(a)

The plaintiff (Counterclaim defendant) shall deliver to the defendant (Counterclaim plaintiff) each store listed in the list of attached real estate 1.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. On October 2013, the Defendant, in the name of “G” in Busan and Seoul, intended to sell the assets and operating rights of G 5 stores (I points, J points, L points, K points, and H points) and G trademark use rights (hereinafter “each of the instant stores, etc.”) in the middle of KRW 5 stores (I points, J points, K points, and H points). At the time, the Defendant recognized the purchaser to M, who was the business president of the G store located in Seoul, and granted the necessary authority.

Accordingly, M recommended theO to acquire the above goodwill, etc. from N, and O decided to acquire it together with P, etc. on November 29, 2013, the Plaintiff (the trade name was changed to Q, Inc. at the time of its establishment, but the trade name was changed to Q, etc. on December 12, 2013, and the trade name was changed to Q, etc. as of January 20, 2014).

At the time of the establishment of the plaintiff, M took office as the representative director, M 41% of the total shares, M 22% of the total shares, O and P 22% of the shares, and Vietnam Investment Co., Ltd., an investment company, held the remainder 15% of the total shares.

B. The O, M, and the Defendant decided to pay the purchase price to KRW 20 billion at the end of the negotiations several times by the end of October 2013, and theO decided to re-consult through a due diligence. On November 21, 2013, theO paid KRW 500 million to the Defendant as the due diligence deposit, on the same day, and on the same day, paid the Defendant KRW 100 million to be paid by November 30, 2013, respectively.

C. 1) After that, as the Plaintiff, M, and the Defendant anticipated that a large amount of capital gains tax would have been expected to accrue when the purchase price is KRW 20 billion, the sales price shall be KRW 13 billion shall be borne by the buyer, but the capital gains tax shall be borne by the buyer; Provided, That the written contract shall include KRW 10 billion, not KRW 13 billion, but KRW 3 billion, and the written contract shall be given and received in cash. (2) Accordingly, R, who worked as an employee of I points as the Plaintiff and the Defendant’s Dong book, shall have the sales price of KRW 13 billion on December 4, 2013.