1. The plaintiff's appeal and the conjunctive claim added by this court are all dismissed.

2. After filing an appeal;

1. Basic facts

1. Persons to be traded: C (Representative and the defendant);

2. Purchase price: 150 million won in a lump sum on October 10, 2018, the down payment of which is KRW 2.46 million, and KRW 150 million in a lump sum on October 10, 2018, KRW 850 million in a lump sum on December 31, 2018; KRW 620 million in a lump sum on December 31, 2018; KRW 420 million in a year following the second year in 2019 (monthly installments in 12 installments); KRW 420 million in a lump sum on March 2020 (monthly installments in 12 installments); KRW 1.42 billion in a lump sum on March 2021 (divided in December);

3. Method and time for the payment;

4. Effective of a contract: January 1, 2019 after a lump-sum payment is made.

1) All fees paid by an association insurance company by the end of December 2018 shall be acquired by the seller and the buyer shall receive the fees from January 2019.

Provided, That the seller shall acquire the benefit fee in 2018, regardless of the time of payment.

2) All issues related to business activities (such as labor, taxation, etc.) by the year 2018 are the seller’s responsibility.

Provided, That the buyer shall be responsible for the recovery of fees for termination/unmaintenances related to normal business activities.

3) until December 2018, a seller is responsible for and dealt with labor relations, such as other retirement allowances, by means of layoffing his/her employees and TMR (counselings).

Provided, That the employees and counselors transferred by the purchaser shall be responsible only for the portion belonging to the year 2018.

4) The cost incurred due to the failure to perform the contract normally shall take precedence over the unpaid balance.

5. Where the purchase price is not paid within the agreed date, compensation for delay in 12% per annum shall be paid from the relevant amount after the lapse of one week.

6. Where a substantial difference occurs between the contents of the contract provided by the seller in the process of the actual inspection and the contents of the contract before paying the down payment in lump sum, the buyer may terminate the contract.

8. The provisions of the Commercial Act shall apply to all other matters related to the contract.

A. On October 10, 2018, the Plaintiff agreed with the Defendant to purchase C Co., Ltd. (hereinafter “C”) operating as a single shareholder at KRW 2.46 billion (hereinafter “instant agreement”).