1. The Plaintiff (Counterclaim Defendant) and the Defendant (Counterclaim Plaintiff) Co., Ltd. are KRW 29,720,000, and the Defendant (Counterclaim Plaintiff) C.

A principal lawsuit and counterclaim shall also be deemed a principal lawsuit and counterclaim.

1. Basic facts

A. Defendant B (hereinafter “Defendant Company”) is a franchisor under the former Act on Fair Transactions in Franchise Business (amended by Act No. 14454, Dec. 20, 2016; hereinafter “former Franchise Business Act”) that engages in franchise business, such as ordering a franchise store to sell half the product, supporting business management, business activities, etc., and receiving franchise fees in return for such activities, such as providing education and control, etc., and receiving a franchise fee, and Defendant C is the representative director of the Defendant Company.

B. (1) On September 2016, the Plaintiff negotiated on the establishment and operation of the Defendant Company’s side and the franchise store, and agreed that the Defendant Company, up to that time, was operating the “F store” which was directly operated by approximately 18 square meters of the first floor store of the building located in Gangseo-gu Busan (hereinafter “instant store”) from the Defendant Company as a franchise store after acquiring it from the Defendant Company.

(2) Accordingly, on October 22, 2016, the Plaintiff and the Defendant Company concluded an overall contract for acquisition or transfer of business (hereinafter “instant contract for acquisition or transfer”) with the following terms and conditions as the aggregate:

Article 1 (Purpose) The purpose of this Agreement is to acquire by transfer all rights to the F Points operated by A (Defendant Company).

Article 2 (Succession to Business) With respect to the security deposits and rents for the goods contracted to A as of the date of business takeover, Eul succeeds to the business, and all taxes and public charges (including national taxes and local taxes) incurred before the date of business takeover shall be liable to A.

Article 3 (Transfer Amount and Record Date) The total amount of acquisition or transfer shall be KRW 150 million.

A shall immediately transfer to B all the rights to “acority” and “F” upon confirmation of deposit.

(3) In addition, on October 26, 2016, the term of the contract between the Defendant Company and the Plaintiff is two years from November 1, 2016, and the term of the contract does not exceed “F point.”