1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

1. The reasoning of the judgment of the court of first instance citing the reasoning of the judgment of the court of first instance is reasonable, except for the following advanced portions, and thus, citing the reasoning of this judgment pursuant to the main sentence of Article

▣ 제1심판결 제2, 3, 4쪽의 각 ‘120,000,000원’을 각 ‘1,200,000,000원’으로 수정

4. The transferee of this case shall have the right to request the plaintiff or C to acquire the shares of this case as acquisition value from the date on which 3 years have elapsed since the date of conclusion of the contract for acquisition of the shares of this case.

The plaintiff or C has the preferential right to acquire the acquisition of this case to the transferee of this case for three years from the date of conclusion of the stock acquisition agreement of this case.

▣ 제1심판결 제3쪽 1행 내지 3행을 아래와 같이 바꿈. ▣ 제1심판결 제5쪽의 ‘140,000,000원’을 ‘1,400,000,000원’으로 수정

2. The appellate court's assertion argues that the agreement in this case was in fact a monetary loan contract to borrow 1.2 billion won as interest-free interest from the defendant, and that it was in the form of transferring the plaintiff's shares to the defendant to secure this (the security for sale of shares). Therefore, it is unreasonable to refuse to conclude a "stock transfer contract" on the ground of the formal stock value assessment, and to pay the "stock sale price" 1.2 billion won. The defendant is obligated to pay the plaintiff a penalty of 500 million won pursuant to Article 3 of the agreement in this case.

However, the following circumstances are revealed in light of the evidence and the purport of the entire pleadings presented in the judgment of the court of first instance, namely, ① the title of the instant agreement is “Agreement on Stock Acquisition” and its content is only stated that the Plaintiff and the Defendant enter into a contract on stock acquisition by setting the quantity after evaluating the stock value, and there is no indication that it can be seen as a monetary loan for consumption. ②