1.The judgment of the first instance shall be modified as follows:

The defendant has a face value of 5.5 per common shares of the defendant against the plaintiff A.

1. The reasons for this part of this Court’s reasoning are the same as the corresponding part of the reasoning of the judgment of the court of first instance, thereby citing it by the main text of Article 420 of the Civil Procedure Act.

2. Determination as to the plaintiffs' claims

A. The gist of the Plaintiffs’ assertion 1) The Plaintiffs and the Defendant concluded the instant contract with the setting of the Defendant’s unit price per share as prescribed by the relevant provisions of the Inheritance Tax and Gift Tax Act (hereinafter “Inheritance Tax Act”).

Therefore, the Plaintiffs and the Defendant’s genuine intent on the transfer value per share of the Defendant at the time of the instant contract shall be deemed not to be “38,000 won per share as indicated in the transfer amount column of the instant contract, but to be determined as “139,079 won per share, which is reasonably calculated under the Inheritance and Gift Tax Act.”

However, if the transfer value per share of the Defendant’s shares in the instant contract is deemed to have been determined by the above KRW 139,079, the instant contract is deemed to exceed the Defendant’s distributable profits. As such, the instant contract is null and void in light of the legislative intent of Article 341 of the Commercial Act.

B. The instant contract constitutes a conditional trade on the condition that the Defendant’s unit price per share of stocks is calculated equally in accordance with the relevant provisions of the Inheritance and Gift Tax Act, and that the Defendant’s share transfer price does not exceed the Defendant’s distributable profits.

However, at the time of the instant contract, it was revealed that the Defendant’s share price of KRW 38,00 per share was mistakenly calculated, and if the Defendant’s share price of KRW 139,079 is reasonably calculated as prescribed by the relevant provisions of the Inheritance and Gift Tax Act, the Defendant’s share price of transfer under the instant contract exceeds KRW 3.7 billion of the Defendant’s distributable profits, and all of the above conditions were determined as non-performance.

Therefore, the contract of this case is not infinite.