Unassociated Document


    
      
        
          Exhibit
            10.9

           

          _________,
            2008

           

          


          Korea
            Milestone Acquisition Corporation

          SoftForum
            Building, 8th Floor

          545-7
            Dogokdong

          Gangnam,
            Seoul, Korea, 135-170

          


          Broadband
            Capital Management

          712
            Fifth
            Avenue, 49th Floor

          New
            York,
            NY 10019

          


          Re:
            Initial
            Public Offering 

           

          Ladies
            and Gentlemen:

           

          This
            letter agreement (this “Letter
            Agreement”)
            is
            being delivered to you in accordance with the Underwriting Agreement
            (the
“Underwriting
            Agreement”)
            entered into by and between Korea Milestone Acquisition Corporation,
            a Cayman
            Islands company (the “Company”),
            and
            Broadband Capital Management LLC, as representative of the several underwriters
            (the “Underwriters”),
            relating to an underwritten initial public offering (the “Offering”)
            of the
            Company’s units (the “Units”),
            each
            Unit comprised of one ordinary share of the Company, par value $0.0001
            per share
            (the “Ordinary
            Shares”),
            and
            one warrant exercisable for one Ordinary Share (each, a “Warrant”).
            Certain capitalized terms used herein are defined in Section 12
            hereof.

           

          In
            order
            to induce the Company and the Underwriters to enter into the Underwriting
            Agreement and to proceed with the Offering and for other good and valuable
            consideration, the receipt and sufficiency of which are hereby acknowledged,
            the
            undersigned hereby agrees with the Company and the Underwriters as
            follows:

           

          	1.  	
                  If
                    the Company solicits the approval of its shareholders of a Business
                    Combination, the undersigned will (i) vote all Initial Ordinary
                    Shares beneficially owned by him or it in accordance with the
                    majority of
                    the votes cast by the holders of the IPO Shares with respect
                    to a Business
                    Combination or the Extended Period and (ii) vote all IPO Shares that
                    may be acquired by him or it in the IPO or in the aftermarket
                    in favor of
                    a Business Combination and the Extended
                    Period.

                


           

          	2.  	
                  In
                    the event that the Company fails to consummate a Business Combination
                    within (x) 18 months of the closing date of the IPO, (y) 24 months
                    of the
                    closing date of the IPO if the Company has not consummated a
                    Business
                    Combination within 18 months of the closing date of the IPO but
                    has
                    entered into a letter of intent, memorandum of understanding,
                    agreement in
                    principle or definitive agreement with respect to a Business
                    Combination
                    within such 18-month period or (z) 36 months from the closing
                    date of the
                    IPO if the Company’s shareholders approve a proposal to extend the period
                    of time to consummate a Business Combination by an additional
                    12 months
                    and public shareholders owning less than 30% of the shares sold
                    in the IPO
                    exercise their conversion rights, the undersigned will, as promptly
                    as
                    possible, (i) cause the Trust Account to be liquidated and distributed
                    to
                    the holders of IPO Shares and (ii) cause the Company to liquidate
                    as soon
                    as reasonably practicable. The undersigned hereby waives any
                    and all
                    right, title, interest or claim of any kind in or to any distribution
                    of
                    the Trust Account and any remaining net assets of the Company
                    held outside
                    of the Trust Account as a result of such liquidation with respect
                    to the
                    Initial Ordinary Shares beneficially owned by him. The undersigned
                    further
                    waives any and all right, title, interest or claim in or to the
                    Trust
                    Account the undersigned may have in the future as a result of,
                    or arising
                    out of, any contracts or agreements with the Company and will
                    not seek
                    recourse against the Trust Account for any reason whatsoever;
                    provided,
                    however, that in the event that the Company fails to consummate
                    a Business
                    Combination and the Trust Account is liquidated and distributed,
                    nothing
                    herein shall prevent the undersigned from participating in the
                    Trust
                    Account pro rata with the other holders of IPO Shares with respect
                    to any
                    IPO Shares purchased by the undersigned as part of the IPO or
                    in the
                    aftermarket. In the event of the liquidation of the Trust Account,
                    the
                    undersigned agrees to indemnify and hold harmless the Company,
                    pro rata
                    based on the undersigned’s beneficial ownership of the Initial Ordinary
                    Shares, against any and all loss, liability, claims, damage and
                    expense
                    whatsoever (including, but not limited to, any and all legal
                    or other
                    expenses reasonably incurred in investigating, preparing or defending
                    against any litigation, whether pending or threatened, or any
                    claim
                    whatsoever) which the Company may become subject as a result
                    of any claim
                    by any vendor or other person or entity who is owed money by
                    the Company
                    for services rendered or contracted for, products sold or contracted
                    for,
                    or by any target business, but only to the extent necessary to
                    ensure that
                    such loss, liability, claim, damage or expense does not reduce
                    the amount
                    of funds in the Trust Account; provided that such indemnity shall
                    not
                    apply (i) if such vendor, person or entity or prospective target
                    business
                    executed an agreement waiving any claims against the Trust Account
                    (even
                    if such waiver is subsequently found to be invalid or unenforceable),
                    or
                    (ii) as to any claims under the Company’s obligation to indemnify the
                    Underwriters against certain liabilities, including liabilities
                    under the
                    Securities Act of 1933, as amended (the “Securities Act”). The undersigned
                    acknowledges and agrees that there will be no distribution from
                    the Trust
                    Account with respect to any warrants or Sponsors’ Warrants, all rights of
                    which will terminate upon the Company’s liquidation. 

                


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	3.  	
                  The
                    undersigned hereby (a) waives the undersigned’s right to exercise
                    redemption rights with respect to any Ordinary Shares owned or
                    to be owned
                    by the undersigned, directly or indirectly, and (b) agrees that
                    the
                    undersigned will not seek redemption with respect to such Ordinary
                    Shares
                    in connection with any vote to approve (i) the Extended Period,
                    or (ii) a
                    Business Combination.

                


           

          	4.  	
                  The
                    undersigned hereby agrees and consents to (i) escrow all of the
                    undersigned’s Initial Ordinary Shares until one (1) year after the date of
                    the consummation of a Business Combination, subject to the terms
                    of an
                    Escrow Agreement, which the Company will enter into with the
                    undersigned
                    and an escrow agent acceptable to the Company, and (ii) execute
                    said
                    Escrow Agreement, in a form acceptable to the Company.
                    

                


           

          	5.  	
                  (a)Subject
                    to the pre-existing fiduciary duties of the undersigned, the
                    undersigned
                    agrees that, from the date of the Prospectus until the earliest
                    of the
                    Company’s consummation of its initial Business Combination, the Company’s
                    liquidation, or until such time as the undersigned ceases to
                    be an
                    executive officer or director (as applicable), the undersigned
                    will, and
                    will cause companies or entities under the undersigned’s control to offer
                    to the Company, before pursuing for himself or offering to others,
                    any
                    business combination opportunity presented to the undersigned
                    with a
                    target business (i) that has a fair market value between $79.2
                    million and
                    $400 million, (ii) whose primary operations are located in the
                    Republic of
                    Korea, and (iii) where the opportunity is to acquire at least
                    a
                    controlling interest in the target business (which would be at
                    least a
                    majority of the voting securities of the target business and/or
                    control
                    through contractual arrangements of the target business or the
                    majority of
                    any governing body of the target business). Subject to the pre-existing
                    fiduciary duties of the undersigned, the undersigned has agreed
                    that the
                    undersigned will not, and will cause each other company or entity
                    under
                    the undersigned’s control not to, pursue any such business opportunity
                    other than on the Company’s behalf unless and until the Company’s board of
                    directors, including a majority of the Company’s disinterested independent
                    directors, has determined that the Company will not pursue such
                    opportunity. 

                


           

          (b) The
            undersigned agrees that the undersigned will not organize or become involved
            in
            any other blank check company with a focus on acquiring a target business
            in
            Korea until the Company has entered into a definitive agreement regarding
            its
            initial Business Combination and filed a Report of Foreign Private Issuer
            on
            Form 6-K relating to the initial Business Combination, it being agreed
            and
            understood that the undersigned may, however, organize or become involved
            in
            other blank check companies with a focus other than acquiring a target
            business
            in Korea. 

           

          	6.  	
                  The
                    undersigned agrees to serve as a member of the Board of Directors
                    of the
                    Company until the earlier of the consummation by the Company
                    of its
                    initial Business Combination or the liquidation of the Company;
                    provided,
                    however,
                    that nothing herein shall be construed as providing a right of
                    the
                    undersigned to maintain any position if removed by proper corporate
                    action. The undersigned’s biographical information furnished to the
                    Company and the Underwriters and attached hereto as Exhibit
                    A
                    is
                    true and accurate in all material respects, does not omit any
                    material
                    information with respect to the undersigned’s background and contains all
                    of the information required to be disclosed pursuant to Section
                    401 of
                    Regulation S-K, promulgated under the Securities Act of 1933,
                    as amended.
                    The undersigned’s completed questionnaires furnished to the Company and
                    the Underwriters and attached hereto as Exhibit
                    B
                    are true and accurate in all material respects.


                


           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

          	7.  	
                  The
                    undersigned represents and warrants that the
                    undersigned:

                


           

          (a)  is
            not
            subject to or a respondent in any legal action for, any injunction, cease-and
            desist order or order or stipulation to desist or refrain from any act
            or
            practice relating to the offering of securities in any
            jurisdiction;

           

          (b)  has
            never
            been convicted of or pleaded guilty to any crime (i) involving any fraud
            or (ii)
            relating to any financial transaction or handling of funds of another
            person or
            entity, or (iii) pertaining to any dealings in any securities and the
            undersigned is not currently a defendant in any such criminal proceeding;
            and


           

          (c)  has
            never
            been suspended or expelled from membership in any securities or commodities
            exchange or association or had a securities or commodities license or
            registrations denied, suspended or revoked.

           

          	8.  	
                  The
                    undersigned acknowledges and agrees that the Company will not
                    consummate
                    any Business Combination with any entity that is affiliated with
                    any of
                    the Company’s officers, directors or Existing Shareholders, unless the
                    Company obtains an opinion from an independent investment banking
                    firm
                    indicating that the Business Combination is fair to the Company’s Public
                    Shareholders from a financial
                    perspective.

                


           

          	9.  	
                  Except
                    as disclosed in the Prospectus, neither the undersigned nor any
                    family
                    member or affiliate of the undersigned will be entitled to receive,
                    and no
                    such person or entity will accept, any compensation, fee (finder’s or
                    otherwise), reimbursement or payment (a) from the Company for
                    services
                    rendered to the Company prior to or in connection with the consummation
                    of
                    a Business Combination, other than reimbursement from the Company
                    for the
                    undersigned’s reasonable out-of-pocket expenses related to identifying,
                    investigating and consummating a Business Combination, or (b)
                    in the event
                    that the undersigned or any family member or affiliate of the
                    undersigned
                    originates a Business Combination.

                


           

          	10.  	
                  The
                    undersigned has full right and power, without violating any agreement
                    by
                    which the undersigned is bound (including, without limitation,
                    any
                    non-competition or non-solicitation agreement), to enter into
                    this Letter
                    Agreement and to serve as an officer, director and shareholder
                    of the
                    Company. The undersigned hereby consents to being named in the
                    Prospectus
                    (as determined by the Company).

                


           

          	11.  	
                  The
                    undersigned agrees that until the consummation of a Business
                    Combination,
                    the undersigned will not recommend or take any action to amend
                    or waive
                    any provisions of Article
                    [49] of the Company’s amended and restated memorandum and articles of
                    association.
                    

                


           

          	12.  	
                  As
                    used herein, (a) a “Business
                    Combination”
                    shall mean the Company’s initial acquisition of, or acquisition of control
                    of, one or more operating businesses, through a merger, stock
                    exchange,
                    stock purchase, asset acquisition, reorganization or other similar
                    business combination, or contractual arrangements, having an
                    aggregate
                    fair market value of at least eighty percent (80%) of the balance
                    held in
                    the Trust Account (less the amount held in the Trust Account
                    representing
                    the deferred underwriting discounts and commissions and taxes
                    payable, but
                    including any amounts paid to redeeming shareholders in connection
                    with
                    the approval of any proposed extension) at the time of the execution
                    of a
                    definitive agreement for the Business Combination; (b) “Existing
                    Shareholders”
                    shall mean the officers, directors and shareholders of the Company
                    prior
                    to the Offering; (c) “Initial
                    Ordinary Shares”
                    shall mean all of the Ordinary Shares owned by an Existing Shareholder
                    prior to the Offering (and shall include any Ordinary Shares
                    issued as
                    dividends with respect to such shares); (d) “Public
                    Shareholders”
                    shall mean the holders of securities issued in the Offering;
                    (e)
                    “Trust
                    Account”
                    shall mean the trust account established for the benefit of the
                    Public
                    Shareholders into which a portion of the net proceeds of the
                    Offering will
                    be deposited; and (f) the “Extended
                    Period”
                    shall mean the additional 12-month period to approve a Business
                    Combination as more specifically described in the Registration
                    Statement.

                


           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

          	13.  	
                  The
                    undersigned acknowledges and understands that the Company will
                    rely upon
                    the agreements, representations and warranties set forth herein
                    in
                    proceeding with the Offering. Nothing contained herein shall
                    be deemed to
                    render the Underwriters a representative of, or a fiduciary with
                    respect
                    to, the Company, its shareholders, or any creditor or vendor
                    of the
                    Company with respect to the subject matter
                    hereof.

                


           

          	14.  	
                  The
                    undersigned hereby agrees to take, or cause to be taken, all
                    actions
                    (including, without limitation, executing all agreements and
                    documents)
                    and to do, or cause to be done, all things necessary, proper
                    or advisable
                    to fulfill the undersigned’s obligations under this Letter Agreement, or
                    as may otherwise be requested or required of the undersigned
                    by the
                    Company. 

                


           

          	15.  	
                  This
                    Letter Agreement constitutes the entire agreement and understanding
                    of the
                    parties hereto in respect of its subject matter and supersedes
                    all prior
                    understandings, agreements, or representations by or among the
                    parties
                    hereto, written or oral, to the extent they relate in any way
                    to the
                    subject matter hereof or the transactions contemplated hereby.
                    This Letter
                    Agreement may not be amended, modified or waived as to any particular
                    provision, except by a written instrument executed by all parties
                    hereto.
                    No party hereto may assign either this Letter Agreement or any
                    of its
                    rights, interests, or obligations hereunder without the prior
                    written
                    approval of the other parties hereto. Any purported assignment
                    in
                    violation of this Section 16 shall be void and ineffectual and
                    shall not
                    operate to transfer or assign any interest or title to the purported
                    assignee. This Letter Agreement, the entire relationship of the
                    parties
                    hereto, and any litigation between the parties (whether grounded
                    in
                    contract, tort, statute, law or equity) shall be governed by,
                    construed in
                    accordance with, and interpreted pursuant to the laws of the
                    State of New
                    York, without giving effect to its choice of laws principles.
                    The
                    undersigned hereby agrees that any action, proceeding or claim
                    against the
                    undersigned arising out of, or relating in any way to this Letter
                    Agreement shall be brought and enforced in the courts of the
                    State of New
                    York or the United States District Court for the Southern District
                    of New
                    York, and irrevocably submits to such jurisdiction. The undersigned
                    hereby
                    irrevocably and unconditionally waives the right to a trial by
                    jury in any
                    action, suit, counterclaim or other proceeding (whether based
                    on contract,
                    tort, or otherwise) arising out of, connected with or relating
                    to this
                    Letter Agreement. The undersigned hereby agrees to appoint an
                    agent for
                    the service of process in the State of New York, which such agent
                    shall be
                    reasonably acceptable to the Company and Broadband Capital Management
                    ("Broadband"),
                    to receive, for the undersigned and on the undersigned's behalf,
                    service
                    of process in any proceeding. If for any reason such agent is
                    unable to
                    act as such, the undersigned will promptly (i) notify the Company
                    and
                    Broadband and (ii) appoint a substitute agent reasonably acceptable
                    to
                    each of the Company and Broadband, and nothing in this Letter
                    Agreement
                    will affect the right of either party to serve process in any
                    other manner
                    permitted by law.  This
                    Letter Agreement shall be binding on the undersigned and the
                    undersigned’s
                    respective heirs, personal representatives, successors and assigns.
                    This
                    Letter Agreement shall terminate on the earlier of (a) the expiration
                    of
                    the longest lock-up period applicable to the undersigned’s Initial
                    Ordinary Shares and (b) the liquidation of the Company; provided
                    that such
                    termination shall not relieve the undersigned from liability
                    for any
                    breach of this Letter Agreement prior to its
                    termination.

                


        

         

      

      
        	 	 	Sincerely,
	 
 	 
 	 
 
	 	 	 
	 	
                
Moon
                Youl Ban


      

       

      
        
          
          

        

        
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      	Accepted and agreed:	 	 	 
	 	 	 	 
	KOREA MILESTONE ACQUISITION
              CORPORATION 	 	 	 
	 	 	 	 
	By:	 	 	 	 
	 	
              

              Name:
                

              Title:
                

            	 	 	
            


    

     

    
      
        	BROADBAND CAPITAL MANAGEMENT
                LLC
                	 	 	 
	 	 	 	 
	By:	 	 	 	 
	 	
                

                Name:
                  

                Title:
                  

              	 	 	
              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A

     

    BIOGRAPHICAL
      INFORMATION FURNISHED TO THE COMPANY

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    QUESTIONNAIRES