1. The Defendant’s KRW 491,616,306 as well as 5% per annum from March 28, 2017 to December 14, 2017, and the following.

Basic Facts

The status C Co., Ltd. (hereinafter referred to as the “C”) is a company established for the purpose of the manufacture and sale of orders for metal and non-metallic metals.

The Plaintiff is a controlling shareholder and the representative director of C until July 8, 2015, and the Defendant is a shareholder who currently holds C’s largest shares, such as purchasing C’s shares with the Plaintiff.

On December 10, 2013, the Plaintiff entered into a memorandum of Understanding (hereinafter referred to as “instant memorandum of Understanding”) with a view to transferring management rights against D and C, the representative director of the Defendant, to the Defendant.

As a way to transfer specific management rights, the Plaintiff transferred 16,870 shares out of 64,649 shares issued by the Plaintiff (hereinafter “instant shares”) to the Defendant, and around that time, issued new shares by offering new shares with capital increase in the amount of KRW 2 billion by a third party in the amount of KRW 2 billion and decided to issue new shares to the Defendant, and the Defendant’s designated person will replace Chographs.

In lieu, in return for transfer of management rights, the defendant guaranteed the following matters to the plaintiff:

1. The transfer price of the instant shares shall be 1.2 billion won (hereinafter the same shall apply) by reflecting the management premium.

2. The Plaintiff shall be commissioned as adviser of C for a two-year period from the date the Defendant paid the subscription price for new shares (hereinafter “the closing date”), and the adviser shall be commissioned as the development adviser of C for the two-year period thereafter (the adviser’s fee shall be set at KRW 200 million per annum); and the subsequent ten years shall be commissioned as the development adviser of C.

(The advisory fee shall be set at a total of 50 million won per annum). 3. Stock options that can receive 25,000 new shares of an investment company shall be granted twice from the ordinary shareholders' meeting of the investment company held in March 2014 and March 2015.

4. The Plaintiff holds an option to sell the remaining shares in KRW 1.4 billion to the Defendant, excluding the shares in this case among its shares.

except that this right shall expire two years after the date of termination.