1. The Defendants are jointly and severally liable to the Plaintiff for KRW 223,710,676 and KRW 9,214,350 among them, from January 23, 2018, and on January 23, 2014.

1. Basic facts

A. The Plaintiff is a corporation established for the purpose of the establishment, investment, and management of private equity funds and various advisory businesses related thereto, and the Defendant A Co., Ltd. (hereinafter “Defendant Company”) is a company established for the purpose of meat processing, retail sale, and food-related retail business, and the Defendant B is the representative director of the Defendant Company.

B. On July 20, 2017, the Plaintiff and the Defendants concluded the following MOU (hereinafter “instant MOU”) with the content of the Defendant Company’s restructuring and the Plaintiff’s investment in the form of equity-linked securities against the Defendant Company (hereinafter “instant investment”).

The specialized Defendants, using the brand, such as “C,” etc. directly or indirectly at home and abroad, are running the operation of the Korean food-only restaurant, related franchise business, and other related business (hereinafter referred to as “main business”), and Defendant B is the largest shareholder of the Defendant Company.

The defendants intend to carry out internal restructuring (hereinafter referred to as "this restructuring") through changes in the ownership structure, business structure, etc. in order to develop the main business in full scale in areas other than the Republic of Korea.

The Plaintiff intends to carry out an investment in the form of equity-linked securities ("this case investment") as agreed with the Defendants immediately after the completion of the instant restructuring of the Defendants.

3. After the conclusion of this Certificate of Understanding, the investor may request documents and information related to the Project (including, but not limited to, matters concerning assets, liabilities, businesses, contracts, and human resources) so that it can conduct and complete an actual inspection at a reasonable and satisfactory level on finance, accounting, taxation, law, etc. for the Investment in this case (hereinafter referred to as the “actual Inspection”), and the Defendants will cooperate as much as possible with the Plaintiff’s actual inspection.

6. Inspection conducted by the Plaintiff to share the results of the inspection and bear the costs thereof.