Unassociated Document


    
      	
              NUMBER

              _______-

            	 	
              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. 
NEW YORK CITY
                TIME, [__________], 2012

            	 	
              WARRANTS

            


    

    KOREA
      MILESTONE ACQUISITION CORPORATION

     

    
      	 	
               WARRANT

            	
               CUSIP
                XXXXXX
                XXX

            


    

                                                    

    THIS
      CERTIFIES THAT, for value received ____________________
      is
      the
      registered holder of a Warrant or Warrants expiring ______________, 2012 (the
      “Warrant”)
      to
      purchase one fully paid and non-assessable ordinary share, par value $.0001
      per
      share (“Shares”),
      of
      Korea Milestone Acquisition Corporation, a Cayman Islands company (the
“Company”),
      for
      each Warrant evidenced by this Warrant Certificate. The Warrant entitles the
      holder thereof to purchase from the Company, commencing on the later of (i)
      the
      Company’s completion of a merger, capital stock exchange, asset acquisition or
      other similar business combination and (ii) ______________, 2009, such number
      of
      Shares of the Company at the price of $6.00 per share, upon surrender of this
      Warrant Certificate and payment of the Warrant Price at the office or agency
      of
      the Warrant Agent, Continental Stock Transfer & Trust Company, but only
      subject to the conditions set forth herein and in the Warrant Agreement between
      the Company and Continental Stock Transfer & Trust Company. The Company
      shall not be obligated to deliver any securities pursuant to the exercise of
      a
      Warrant and shall have no obligation to settle a Warrant exercise unless a
      registration statement under the Securities Act of 1933, as amended (the
“Act”),
      with
      respect to the Ordinary Shares is effective, subject to the Company satisfying
      its obligations under the Warrant Agreement to use its best efforts. In the
      event that a registration statement with respect to the Ordinary Shares
      underlying a Warrant is not effective under the Act, the holder of such Warrant
      shall not be entitled to exercise such Warrant and such Warrant may have no
      value and expire worthless. In no event will the Company be required to net
      cash
      settle the warrant exercise. The Warrant Agreement provides that upon the
      occurrence of certain events the Warrant Price and the number of Warrant Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised. 

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up or down
      to the nearest whole number the number of Shares to be issued to such holder.
      

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder’s assignee a new Warrant Certificate covering the number of
      Shares for which the Warrant has not been exercised. 

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants. 

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental charge.
      

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary. 

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company. 

    The
      Company reserves the right to call the Warrant at any time prior to its
      exercise, with a notice of call in writing to the holders of record of the
      Warrant, giving a minimum of 30 days’ notice of such call at any time after the
      Warrant becomes exercisable if the last sale price of the Shares has been at
      least $14.25 per share (subject to adjustment) on each of 20 trading days within
      any 30 trading day period ending on the third business day prior to the date
      on
      which notice of such call is given and a registration statement covering the
      Ordinary Shares issuable upon exercise of the Warrant is effective and a
      prospectus relating to such Ordinary Shares is current and available at the
      time
      notice is given and throughout the 30-day notice period. The call price of
      the
      Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered
      back to the Company by the end of the date specified in the notice of call
      shall
      be canceled on the books of the Company and have no further value except for
      the
      $.01 call price. In the event the Company exercises its right to call the
      Warrants, the Company will have the option to require all holders who wish
      to
      exercise their warrants to do so on a cashless basis by requiring each such
      holder to pay the Warrant Price by surrendering the Warrant for that number
      of
      Ordinary Shares equal to the quotient obtained by dividing (i) the product
      of
      the number of Ordinary Shares underlying the Warrant, multiplied by the
      difference between the average reported last sale price of the ordinary shares
      for the 10 trading days ending on the third trading day prior to the date on
      which the notice of redemption is sent to the holders of the Warrants (the
“Fair
      Market Value”) and the Warrant Price by (ii) the Fair Market Value.

     

    
      	
               

              By:__________________________________

              Sang-Chul
                Kim, CHAIRMAN

            	
              KOREA
                MILESTONE ACQUISITION CORPORATION

              CAYMAN
                ISLANDS

              SEAL
                2008

            	
               

              By:__________________________________

              Soo
                Hyung Lee, SECRETARY

            


    

     

    CONTINENTAL
      STOCK TRANSFER AND TRUST COMPANY, 
as Warrant Agent

     

    By:___________________________________

    Steven
      Nelson, Chairman

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________ Warrants represented by this Warrant Certificate, and to
      purchase the Ordinary Shares issuable upon the exercise of such Warrants, and
      requests that Certificates for such shares shall be issued in the name
      of

     

    


    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and
      be
      delivered to
      ____________________________________________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

     

    __________________________________________________________________________________________________________________________
and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

     

    

      Dated:
        _________________________                                        
_________________________________

       (SIGNATURE) 

       

      _________________________________

       (ADDRESS) 

       

      
        _________________________________

         (TAX
          IDENTIFICATION NUMBER) 

      

                                                 

    

    
 

    ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

     

    
 

    For
      Value
      Received, _______________________ hereby sells, assigns, and transfers unto
      

     

    


    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and
      be
      delivered to
      ____________________________________________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitutes and appoints ______________________________  Attorney to
      transfer this Warrant Certificate on the books of the Company, with full power
      of substitution in the premises.

    


    Dated:
      _________________________                                        
_________________________________

     (SIGNATURE)

    


    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY AN
      ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
      ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
      GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15.)