1. Of the judgment of the court of first instance, the part against the plaintiff corresponding to the amount ordered to be paid below is revoked.

Basic Facts

Defendant B is a major shareholder of D Co., Ltd. (hereinafter referred to as “D”), the representative director, and Defendant C is a major shareholder of D and in-house director.

On August 1, 2017, the Plaintiff entered into a contract with the Defendants to purchase 5,826,051 shares of common shares issued D (hereinafter “instant contract for the purchase of shares”).

On August 2016, D entered into a contract of advisory services for financial advice related to D’s investment with a limited liability company F (hereinafter “F Accounting Corporation”).

Defendant B and C, E-investment companies, and D (hereinafter referred to as “parties”) shall enter into this MOU with a view to prescribing the basic matters necessary for the acceptance of new stocks to be issued in D, including common shares of D and convertible preferential shares, by private equity funds to be established as executive partners in the future.

Article 2 (Terms and Conditions of Acceptance) (1) In accepting common shares and convertible preferential shares of D, and in accepting new shares to be issued, the terms and conditions of acceptance agreed upon between the parties and the funds are as follows:

Provided, That the amount of acquisition and the unit price of acquisition shall be changed according to the results of the inspection by consultation.

The total amount of investment 40 billion won - the acquisition price of 12 billion won - the acquisition price of 48,067 won per share - the acquisition price of 48,067 won per common share - the acquisition price of the existing conversion preferential share holding by the Defendants 249,652 - the total amount of 28 billion won: The purpose of use - the acquisition price of the convertible preferential share - the acquisition price of the new shares: 48,067 won per share, the redemption of converted preferential share, the redemption of high interest loan, etc. - the acquisition price of the new shares - the management for at least three years - the private equity fund maintains the management for at least a majority of the board of directors' voting rights of D (the status of the exclusive preferential purchaser) ① the Defendants and D shall grant the E-investment company the exclusive preferential bargaining right by the date on