1. The plaintiff (Counterclaim defendant)'s main claim is all dismissed.

2. For the Defendant (Counterclaim Plaintiff):

A. The plaintiff (Counterclaim defendant).

1. Basic facts

A. On October 27, 2016, the Plaintiff A and the Defendant entered into an exchange contract with the effect that each real estate listed in the separate sheet No. 1 attached hereto (hereinafter “D hotel of this case”) and each real estate listed in the separate sheet No. 2 attached hereto (hereinafter “instant land”) owned by the Defendant will exchange the land listed in the separate sheet No. 1 through No. 2 attached hereto (hereinafter “Attachment No. 2 E”) and the land listed in the separate sheet No. 4 through No. 7 attached hereto (hereinafter “instant exchange contract”). The details are as follows.

Plaintiff

A shall pay 80 million won as the exchange difference to the defendant, and a contract deposit of 20 million won shall be paid at the time of concluding a contract, and the balance shall be paid by November 3, 2016.

(Article 1) The plaintiff A and the defendant simultaneously with the receipt of the balance of the exchange difference, and shall prepare a sales contract and transfer ownership.

(Article 2 and Article 7 of the Special Agreement). If there is any ground to restrict the full exercise of ownership, or if there is any unpaid amount of taxes, public charges and other beneficiaries' burdens, the Plaintiff and the Defendant shall remove the defects and burdens of the rights and transfer them to the full ownership by the date of the balance

(Article 3. Contract of the present state of the facility (Article 1. of the Special Agreement). The reported amount of three lots of real estate owned by the Defendant E shall be KRW 150 million, KRW 340 million, KRW 340 million, and the reported amount of the real estate owned by the Plaintiff A shall be KRW 1.1 billion.

(Article 2, 3 of the Special Agreement)

B. The Plaintiffs, the Defendants, the Defendant, and the Defendant’s representative director (hereinafter “F”) concluded a sales contract based on the said exchange contract as follows.

1F entered into a sales contract with Plaintiff A to acquire KRW 1.1 billion for the instant D hotel and KRW 100 million for bank loans and the obligation to refund rental deposits, and the name of F on November 9, 2016.