1. The Defendant (Counterclaim Plaintiff) paid KRW 178,460,626 to the Plaintiff (Counterclaim Defendant) and its related amount from December 24, 2014 to November 15, 2016.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. Status of the parties, etc. 1) Plaintiff (Counterclaim Defendant, hereinafter “Plaintiff”)

(2) The Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) is a juristic person established on August 28, 2013 for the purpose of supplying food materials to the franchise business and franchise branches.

3) C was the Defendant’s primary shareholder and the representative director. In fact, the Defendant was established by acquiring all business rights for franchise business from E Co., Ltd. operated by D. Meanwhile, C had been holding 50% of the total number of the Plaintiff’s voting shares up to the date of establishment of the Defendant. (B) E Co., Ltd. purchased food materials directly from a large number of purchasing places. From September 1, 2013 to July 31, 2014, the Defendant purchased the food materials sold by the purchasing place to the Plaintiff from the Plaintiff.

(2) The sales price of the instant sales contract (hereinafter “the instant sales price”) was calculated by adding a certain level of distribution margin to the price that the Plaintiff purchased from the buyer.

2) The supply of food materials under the instant sales contract was made in two ways. ① One is that the purchasing entity directly delivers food materials to the Defendant, and accordingly, delivers the purchase slips to the Defendant, the Defendant confirms that the quantity of food materials complies with the content of the purchase slips, and then delivers the purchase slips to the Plaintiff (the original and the Defendant expressed the “satisfed payment method” method, hereinafter referred to as the “satisfed payment method”).

section 28.

The Plaintiff purchased food materials from the purchasing entity with the pre-purchase ticket received from the Defendant.