1. The Defendant (Counterclaim Plaintiff) shall name the shareholder for each share listed in the separate sheet against the Plaintiff (Counterclaim Defendant).

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

1. Basic facts

A. D Co., Ltd. (hereinafter “D”) is a company established on November 26, 2009 by the Plaintiffs for the purpose of engaging in the manufacture and sales business of the coefficient of cash, and E Co., Ltd. (hereinafter “E”) is a company established on March 23, 2012 by F for the purpose of engaging in the manufacture and sales business of the coefficient of cash.

B. Around June 2012, the Defendant invested KRW 300 million in E and acquired shares of KRW 29,700.

The plaintiffs, the defendants, and the F agree to discuss sufficient discussions with each other, and to proceed with the composition of E's stock trade, shareholders' general meeting, and board of directors as follows:

1. C shall transfer 17 per cent each of the F’s shares to a person who is willing to purchase.

2. All shareholders shall agree to the capital increase with consideration for the capital increase and the amount of capital increase with consideration shall be KRW 100 million; and

3. The amount of benefits shall be 20% when a D employee is employed as a E employee;

4.E’s sale of E’s debt from KRW 1.5 billion to KRW 2.0 billion out of D’s debt shall cease to be normal, and when accumulated earned surplus exceeds KRW 5 billion, the repayment shall begin.

5. The organization of the board of directors, the articles of incorporation, background of directors, benefits of directors, etc. shall be held at a general meeting of shareholders to specify them, and the representative director shall continue to serve

The affairs related to the management and disbursement of funds shall be excluded from the affairs of the representative director, and C shall have the authority and responsibility.

It shall be accepted and transferred by C and F in all matters necessary for the current financial information, accounting information, and financial assets and operation thereof of the company.

6. The salaries of officers shall not exceed 60 million won as annual salary, and the Defendant’s salaries shall be 40 million won, which is 75% of the other executives.

C. On February 15, 2013, the Plaintiffs, the Defendant, and the F, who were unable to manage D due to financial difficulties, agreed to merge D and E, and drafted the following agreements (hereinafter “instant first agreement”).

on March 4, 2013, F has resigned from the office of representative director E, and on March 12, 2013, A is the representative director of E.