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

On February 20, 2012 between the Plaintiff and the Defendant, the M&D Agreement.

1. Basic facts

A. On February 20, 2012, B Co., Ltd. (hereinafter “B”) changed its trade name to C Co., Ltd. on April 30, 2012, the Defendant loaned 2.76% fixed interest rate of KRW 2.76% on the pretext of loans for general repayment of corporate facilities in installments, where the delay period is less than three months, 8% on the loan interest rate, 9% on the loan interest rate if the delay period is less than three months, 9% on the loan interest rate if the delay period is more than three months, and August 20, 2019 on the date of expiry of the credit period, and on September 18, 2012, the Defendant lent the loan by setting the loan in installments every month.

(hereinafter “instant loan”). (b)

According to the terms and conditions of bank credit transactions included in the instant loan agreement, B, an obligor, shall bear the expenses incurred in the nonperformance of obligations, namely, ① the bank’s claims against the obligor, surety, or a person who has pledged his/her property to secure another’s obligation, or the expenses incurred in exercising or preserving (provisional seizure, provisional disposition, etc.) security rights, ② the expenses incurred in investigating or collecting collateral, ③ the expenses incurred in giving notice to demand the performance of obligations, ③ the expenses incurred in giving notice to demand the performance of obligations (Article 4(1)), shall lose the benefit of time if the obligor delays the payment of the installment repayment or installments (Article 7(3)2). If the obligor repaid his/her obligation that has lost the benefit of time but the obligor falls short of the total amount due to the discharge of obligations, it shall be appropriated in the order of appropriation to the obligor, interest, and principal, and shall be presumed to have reached the order of appropriation to the extent no less favorable to the obligor (Article 13(1)).

C. On February 20, 2012, the Plaintiff, as the sole internal director of B at the time of the instant loan agreement, was the Plaintiff, as the Plaintiff’s representative on February 20, 2012 between the Defendant and the Defendant, under a collateral guarantee agreement, to guarantee, within the limit of KRW 3.24 billion, all obligations currently and future due to the instant loan transaction with the Defendant.