1. The appeal on the main claim and counterclaim by the Defendant (Counterclaim Plaintiff) and the main claim and preliminary claim expanded by this court.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. The reasons for this part of the underlying facts are as stated in Paragraph 1 of Article 420 of the Civil Procedure Act, since the reasoning for this part of this Court is the same as stated in the reasoning of the judgment of the first instance except for the parts added or added as follows.

Article 38(2) and (3) of the Articles of Incorporation of this case shall be added next to the fourth fourth decision of the first instance.

Article 40 (3) of the Articles of Incorporation of this case with the following contents attached to the first instance court's decision: "When a partner retires, the obligation of investment shall be extinguished, and when a joint managing member retires, the company shall not pay the management, remuneration, and contingent remuneration for such member from the date of retirement. (3) Joint managing member shall revise the details of investment by each member listed in attached Form 1 according to the retirement of the member, and in this case all members shall be deemed to consent to the amended articles of incorporation."

Where a refund is paid at the time of liquidation of a company third, the amount of the refund shall be substituted by the distribution to the withdrawing employee at the time of liquidation of the company: Provided, That if such distribution is less than the amount of the refund to the withdrawing employee according to the method of calculation under paragraph (1) of this Article, only such distribution shall be paid, and if such distribution exceeds the amount of the refund to the withdrawing employee, only the amount of the refund shall be paid to the withdrawing employee, and the amount of the excess shall be reverted to the remaining members other than the withdrawing employee in proportion to the amount of the contribution. 6th of the first instance judgment of the company, and Article 10.2 of the Agreement of this case shall be added as follows:

Where a purchaser (Adjustment of Purchase and Sale Price) 10.2 sells all the shares of a company to a third party by any means other than sale by call options prescribed in Article 6, and accordingly exceeds 9.5% per annum of the purchaser’s final return on profit (IR 310 billion won per annum), the purchaser shall not later than 90 days after the occurrence of the following amount: