1. The Defendant (Counterclaim Plaintiff) paid KRW 95,979,383 to the Plaintiff (Counterclaim Defendant) and its amount from January 4, 2017 to September 20, 2018.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. On March 11, 2015, the Plaintiff and the Defendant concluded a trade agreement (hereinafter “instant trade agreement”) under which the Plaintiff and the Defendant would operate a joint business with respect to the Gangnam-gu store located in Gangnam-gu Seoul (hereinafter “instant store”).

The main contents are as follows:

Partnership Business Agreement

3. (Method of Investment) The Plaintiff shall pay to the Defendant KRW 250 million by March 25, 2015, and the Defendant shall be paid the said amount by the Plaintiff at the same time with the payment of the said amount by the Plaintiff, and shall operate the said amount in a partnership business with the amount exceeding 50% of the shares of the instant store.

4. (Right and Duty and Profit and Loss Distribution) ① The plaintiff and the defendant have 50% equity interest in the tangible and intangible assets and obligations of the store of this case, and the property rights and obligations acquired after the entry into force of this contract shall be acquired under the joint name of the plaintiff and the defendant.

② The Plaintiff and the Defendant shall monthly settle accounts as to the profits and losses of the store of this case and distribute them to 5:5.

6. (Business Performance) ① The representative director E shall be appointed as the manager of the instant store, and E shall conduct internal and external business on behalf of the instant store;

④ Sale by a third party to the store of this case shall be conducted through consultation between the plaintiff and the defendant, but where an agreement is reached, the defendant may determine the time of sale and the price of sale.

10. (Termination, Withdrawal) ① If the plaintiff and the defendant transfer or offer shares to a third party without the consent of the other party, and if the plaintiff and the defendant fail to perform their obligations under this Agreement and thereby seriously impede the maintenance of the relationship of the business, the termination of the contract for the business is all the grounds for termination if the plaintiff and the defendant have caused serious disruptions to the operation of the store of this case due to the violation, or if they fail to repeat or correct the illegal act, provisional seizure, provisional disposition, seizure, etc. for the share of the plaintiff and the defendant, and if they fail to settle it within three months.

11. (Termination of Settlement of Accounts)