1. The defendant's appeal is dismissed.

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

Purport of claim and appeal

1..

1. Under the circumstances of the instant disposition, the following facts do not conflict between the parties, or may be acknowledged by adding the whole purport of the pleadings to Gap evidence Nos. 1, 2, 3, 6, 15, 16, and Eul evidence Nos. 2 (including the serial number), and witness E of the first instance trial.

A Co., Ltd. (hereinafter “B”) is a corporation registered in the KOSDAQ market, which is engaged in software development and supply business, fashion business, etc., and the Plaintiff was a joint representative director B with C.

B. On December 23, 2008, B issued bearer overseas privately placed bonds with warrants (hereinafter “BD bonds with warrants”) with the following content as follows. B issued non-regular overseas privately placed bonds with warrants (hereinafter “BD bonds with warrants on December 23, 2008”) and “non-scis ELC, LLC, hereinafter “non-scis”).

A) A domestic agent took over the entire face value of the bonds with warrants on December 23, 2008 through LLC. Types: USD 20,000 ($ 27,146,000,000, base exchange rate of KRW 1,357.30): The issue date of the bonds: 1.65% per annum (five years maturity): 65% per annum (8.53% per annum) - The total face value of the bonds with warrants with unlimited overseas private placement: USD 20,000 (27,146,000,000, base rate of KRW 1,357.30: December 23, 2013: The issue date of the bonds: 1.65% per annum (20.53% per annum) - the exercise rate of the preemptive rights before and after the expiration of each one year from the date of the issuance of the bonds, 1.3% per 209,209,209.

C. However, on March 9, 2010, non-sis sold USD 3 million among bonds with warrants (hereinafter “instant bonds with warrants”) to the Plaintiff on December 23, 2008 in face value (789 won per share), and the Plaintiff on May 3, 2010.