1. Defendant (Counterclaim Plaintiff) Company B and Defendant C jointly and severally with the Plaintiff (Counterclaim Defendant) amounting to KRW 506,458,740 and that amount.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. The Plaintiff is a person operating food franchise business, and Defendant B (hereinafter “Defendant Company”) is a company operating Kaburbur shop with the brand called “D”, and Defendant C is a representative director of the Defendant Company and a shareholder holding 100% of the shares of the Defendant Company.

B. On September 21, 2016, the Plaintiff and the Defendants entered into a mutual agreement (hereinafter “the first agreement”) with a view to jointly investing and collaboration in the said D Burial Business (hereinafter “instant business”). According to Article 3 of the said agreement, the Plaintiff, as a joint investor, entered into a joint investor agreement, to engage in brand development and other advice, and Defendant C, as a joint investor, has a duty to perform all duties related to brand operation and business as a joint investor. According to Article 4(3) of the said agreement, Defendant C was obligated to issue new shares to the Plaintiff by the method of offering new shares through a third party allotment, and to have the Plaintiff and Defendant C hold shares of 50% each. The Plaintiff and the Defendants entered into a follow-up agreement (hereinafter “second agreement”) on January 9, 2017. The main contents of the instant agreement are as follows:

Article 2 (Issuance of Stocks by Relevant Corporation and Sales Contracts for Stocks) (2) The Defendant Company issues 5,000 new shares (ordinary shares, KRW 10,000 per share, KRW 10,00 per share), to the Plaintiff by offering new shares through a third party allotment until January 31, 2017, and the Plaintiff acquires them.

Defendant C is to implement all internal procedures necessary for the issuance of new stocks as a major shareholder and representative director of the relevant corporation.

③ In the absence of any separate claim by the Plaintiff, the Defendant Company shall perform the obligation to issue shares under this Article, and if it fails to comply with all the procedures necessary for issuing shares by the date specified in paragraph (2) of this Article, the Plaintiff.