1. The defendant (Counterclaim plaintiff) shall dismiss the counterclaim;

2. The Defendant-Counterclaim Plaintiff (Counterclaim Defendant) is 2,378,900.

1. Basic facts

A. 1) The Plaintiff (Counterclaim Defendant; hereinafter “Plaintiff”) entered into a lease agreement on the instant real estate

A) A corporation is established for the purpose of real estate development, lease, etc., and is comprised of 32 units, 600 units, and 600 units on the D site located in Yongsan-gu Seoul Metropolitan Government (hereinafter “instant apartment”).

(2) On February 25, 2009, the Defendant (Counterclaim Plaintiff; hereinafter “Defendant”) entered into a contract with the Plaintiff on the lease deposit amount of KRW 2,032,80,000, monthly rent of KRW 3,461,000, and five years from the starting date of the designation period of occupancy in the instant apartment (hereinafter “lease agreement”).

The contents of a special agreement related to the instant lease agreement are as follows.

Article 2 (Transfer Price) (1) The sale conversion price at the time when two years and six months have elapsed from the expiration date of the first occupancy designation period designated by us after the completion of construction shall be the arithmetic average of the appraisal values of the plaintiff and the defendant selected respectively.

(2) The conversion conversion price for sale in lots at the expiration of five years from the expiration date of the first designation period of occupancy in Korea after completion shall be the arithmetic mean of the appraised values of the plaintiff and the appraisal corporation selected by the defendant.

(3) In calculating the conversion price for sale in lots, an appraisal corporation selected respectively by a lessor and lessee shall be selected from among appraisal corporations within the upper ten level of sales in the year preceding the evaluation standards.

Article 3 [Re-sale of Rental Housing in Lots] (1) The plaintiff shall make a conversion to the defendant under the following conditions:

1. It shall not be converted for sale in lots unless five years have elapsed from the expiry date of the designation period for initial occupancy of the housing in question;

Provided, That the Enforcement Decree of the Rental Housing Act.