1. All appeals filed by the Defendant (Counterclaim Plaintiff) against the principal lawsuit and counterclaim are dismissed.

2. The costs of appeal shall be principal lawsuit and counterclaim.

Basic Facts

On November 9, 1994, H was established in order to carry on domestic and foreign sales business of broadcasting programs, and thereafter changed its trade name to I.

On June 7, 2000, the Plaintiff (formerly: N), a KOSDAQ-listed corporation, was established to engage in the business of software development, etc., and on December 5, 2011, the Plaintiff merged I and comprehensively transferred the rights and obligations of the said corporation by absorbing I Co., Ltd.

(hereinafter referred to as “Plaintiff” in this case). On November 25, 2009, the Plaintiff entered into an asset acquisition agreement, including an asset acquisition agreement between the Plaintiff and the Defendant, to acquire all tangible and intangible assets, including the content in the Defendant’s possession, education computer system attached thereto, online site, etc., from the Defendant, a corporate entity engaging in the business of development, wholesale and retail, education, etc. of software, etc., to acquire the acquisition price of KRW 1 billion.

In order to efficiently achieve the management goals, the Plaintiff agreed to allocate 508,474 shares (e.g., 500 won) among the shares to be issued by the Plaintiff to the Defendant by the third party allocation method, and the Defendant agreed to pay the acquisition price of KRW 59,99,320 per share, which is the sum of KRW 59,99,320 (new shares acquisition contract), and paid the said new shares acquisition price at KRW 599,99,320, which is the down payment under the above asset acquisition agreement.

At the time of the above new shares subscription contract, the Plaintiff entered the Defendant in the register of shareholders without delay after the payment of the subscription price for new shares was made, and delivered the said new shares to the Defendant, and the Defendant immediately decided to accept the said share certificates for one year at the Korea Securities Depository.

On the same day, the Plaintiff and the Defendant issued the Plaintiff owned by the Defendant if the sales amount generated from the content acquired by the Defendant falls short of the standard sales amount (920,000,000,000, 1,200,000 in 201).