Unassociated Document


     

    Exhibit
      10.4

      REGISTRATION
        RIGHTS AGREEMENT

       

      THIS
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
        is
        entered into as of [___],
        2008,
        by and among Korea Milestone Acquisition Corporation, a Cayman Islands
        corporation (the “Company”)
        and
        Sang-Chul Kim (“SC
        Kim”),
        Yong
        Hyun Kang (“Kang”),
        Jhong
        Wong Kim (“JW
        Kim”),
        Soo-Hyung Lee (“Lee”),
        and
        Moon Youl Ban (“Ban”)
        (each,
        an “Investor”
and
        collectively, the “Investors”).

       

      WHEREAS,
        SC Kim, Kang, JW Kim, Lee and Ban currently hold all 2,875,000 of the issued
        and
        outstanding Ordinary Shares of the Company (the “Sponsor
        Shares”),
        375,000 of which are subject to forfeiture on a pro rata basis if and to
        the
        extent the Underwriters’ over-allotment option is not fully exercised;


       

      WHEREAS,
        immediately prior to the pricing of the Company’s initial public offering, the
        Company will issue, pursuant to a binding agreement with SC Kim, an aggregate
        of
        2,307,692 warrants (the “Sponsor
        Warrants”),
        each
        exercisable to purchase one Ordinary Share of the Company (the “Sponsor
        Warrant Shares”);
        

      


      WHEREAS,
        Sang-Chul Kim (or
        his
        affiliate) has agreed to place limit orders for up to $10,000,000 of the
        Company’s issued and outstanding warrants (the “Aftermarket
        Warrants”)
        during
        the Aftermarket Period (defined below);

      


      WHEREAS,
        the Investors and the Company desire to enter into this Agreement to provide
        the
        Investors with certain rights relating to the Registration of (i) the Sponsor
        Shares, (ii) the Sponsor Warrants, (iii) the Sponsor Warrant Shares and (iv)
        the
        Aftermarket Warrants.

      


      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        herein, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

       

      1.  DEFINITIONS.
        The
        following capitalized terms used herein have the following
        meanings:

       

      “Agreement”
means
        this Agreement, as amended, restated, supplemented, or otherwise modified
        from
        time to time.

       

      “Aftermarket
        Period”
means,
        in relation to the Aftermarket Warrants, the period commencing on the later
        of
        (1) the completion of the initial public offering, and (2) 60 days after
        the
        termination of the “restricted period” in connection with the Company’s initial
        public offering under Regulation M of the Exchange Act, and ending one year
        following the consummation of the initial public offering. 

       

      “Aftermarket
        Warrants”
is
        defined in the recitals to this Agreement.

       

      “Commission”
means
        the Securities and Exchange Commission, or any other federal agency then
        administering the Securities Act or the Exchange Act.

       

      “Company”
is
        defined in the preamble to this Agreement.

       

      “Demand
        Registration”
is
        defined in Section 2.1.1.

       

      “Demanding
        Holder”
is
        defined in Section 2.1.1.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Escrow
        Agreement”
means
        that certain Escrow Agreement, dated as of [__],
        2008,
        by and among the parties hereto and Continental Stock Transfer & Trust
        Company.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        of the Commission promulgated thereunder, all as the same shall be in effect
        at
        the time.

       

      “Form
        F-3”
is
        defined in Section 2.3.

       

      “Indemnified
        Party”
is
        defined in Section 4.3.

       

      “Indemnifying
        Party”
is
        defined in Section 4.3.

       

      “Investor”
is
        defined in the preamble to this Agreement.

       

      “Investor
        Indemnified Party”
is
        defined in Section 4.1.

       

      “Maximum
        Threshold”
is
        defined in Section 2.1.4.

       

      “Notices”
is
        defined in Section 6.3.

       

      “Ordinary
        Shares”
means
        the ordinary shares, par value $0.0001 per share, of the Company.

       

      “Piggy-Back
        Registration”
is
        defined in Section 2.2.1.

       

      “Register,”
        “Registered”
        and
“Registration”
mean
        a
        registration effected by preparing and filing a registration statement or
        similar document in compliance with the requirements of the Securities Act,
        and
        the applicable rules and regulations promulgated thereunder, and such
        registration statement becoming effective.

       

      “Registrable
        Securities”
mean
        all of (i) the Sponsor Shares, (ii) the Sponsor Warrants, (iii) the Sponsor
        Warrant Shares, and (iv) the Aftermarket Warrants, and any securities of
        the
        Company issued as a dividend or other distribution with respect to or in
        exchange for or in replacement of such Registrable Securities. As to any
        particular Registrable Securities, such securities shall cease to be Registrable
        Securities when: (a) a Registration Statement with respect to the sale of
        such
        securities shall have become effective under the Securities Act and such
        securities shall have been sold, transferred, disposed of or exchanged in
        accordance with such Registration Statement; (b) such securities shall have
        been
        otherwise transferred, new certificates for them not bearing a legend
        restricting further transfer shall have been delivered by the Company and
        subsequent public distribution of them shall not require registration under
        the
        Securities Act; (c) such securities shall have ceased to be outstanding,
        or (d)
        the Commission makes a definitive determination to the Company that the
        Registrable Securities are saleable under Rule 144.

       

      “Registration
        Statement”
means
        a
        registration statement filed by the Company with the Commission in compliance
        with the Securities Act and the rules and regulations promulgated thereunder
        for
        a public offering and sale of Registrable Securities (other than a registration
        statement on Form F-4 or Form S-8, or their successors, or any registration
        statement covering only securities proposed to be issued in exchange for
        securities or assets of another entity).

       

      “Release
        Date”
means
        the respective dates on which the Sponsor Shares and the Sponsor Warrants
        are
        disbursed from escrow pursuant to Section 3 of the Escrow Agreement.


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations of
        the
        Commission promulgated thereunder, all as the same shall be in effect at
        the
        time.

       

      “Sponsor
        Shares”
is
        defined in the recitals to this Agreement.

       

      “Sponsor
        Warrants”
is
        defined in the recitals to this Agreement.

       

      “Sponsor
        Warrant Shares”
is
        defined in the recitals to this Agreement.

       

      “Warrant
        Agreement”
means
        that certain Warrant Agreement, dated as of [•],
        2008,
        by and among the Company and Continental Stock Transfer & Trust
        Company.

       

      “Underwriter”
means
        a
        securities dealer who purchases any Registrable Securities as principal in
        an
        underwritten offering and not as part of such dealer’s market-making
        activities.

       

      2.  REGISTRATION
        RIGHTS.

       

      2.1  Demand
        Registration.

       

      2.1.1.  Request
        for Registration.
        At any
        time and from time to time on or after the applicable Release Date, the holders
        of a majority-in-interest of such Registrable Securities, on an as-converted
        Ordinary Shares basis, as have been released from escrow pursuant to the
        Escrow
        Agreement and held by an Investor or its permitted transferees may make a
        written demand for Registration under the Securities Act of all or part of
        their
        Registrable Securities (a “Demand
        Registration”). Any
        demand for a Demand Registration shall specify the number and type of
        Registrable Securities proposed to be sold and the intended method(s) of
        distribution thereof. The Company will notify all holders of Registrable
        Securities of the demand, and each holder of Registrable Securities who wishes
        to include all or a portion of such holder’s Registrable Securities in the
        Demand Registration (each such holder including shares of Registrable Securities
        in such Registration, a “Demanding
        Holder”)
        shall
        so notify the Company within fifteen (15) days after the receipt by the holder
        of the notice from the Company. Upon receipt by the Company of any such notice,
        the Demanding Holders shall be entitled to have their Registrable Securities
        included in the Demand Registration, subject to Section 2.1.4 and the provisos
        set forth in Section 3.1.1. The Company shall not be obligated to effect
        more
        than an aggregate of three (3) Demand Registrations under this Section 2.1.1
        in
        respect of all Registrable Securities.

       

      2.1.2.  Effective
        Registration.
        A
        Registration will not count as a Demand Registration until the Registration
        Statement filed with the Commission with respect to such Demand Registration
        has
        been declared effective and the Company has complied with all of its obligations
        under this Agreement with respect thereto; provided,
        however,
        that
        if, after such Registration Statement has been declared effective, the offering
        of Registrable Securities pursuant to a Demand Registration is interfered
        with
        by any stop order or injunction of the Commission or any other governmental
        agency or court, the Registration Statement with respect to such Demand
        Registration will be deemed not to have been declared effective, unless and
        until (i) such stop order or injunction is removed, rescinded or otherwise
        terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
        elect to continue the offering; provided,
        further,
        that
        the Company shall not be obligated to file a second Registration Statement
        until
        a Registration Statement that has been filed is counted as a Demand Registration
        or is terminated.

       

      2.1.3.  Underwritten
        Offering.
        If a
        majority-in-interest of the Demanding Holders so elect and such holders so
        advise the Company as part of their written demand for a Demand Registration,
        the offering of such Registrable Securities pursuant to such Demand Registration
        shall be in the form of an underwritten offering. In such event, the right
        of
        any holder to include its Registrable Securities in such Registration shall
        be
        conditioned upon such holder’s participation in such underwriting and the
        inclusion of such holder’s Registrable Securities in the underwriting to the
        extent provided herein. All Demanding Holders proposing to distribute their
        securities through such underwriting shall enter into an underwriting agreement
        in customary form with the Underwriter or Underwriters (or the representatives
        thereof) selected for such underwriting by a majority-in-interest of the
        holders
        initiating the Demand Registration.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      2.1.4.  Reduction
        of Offering.
        If the
        managing Underwriter or Underwriters for a Demand Registration that is to
        be an
        underwritten offering advises the Company and the Demanding Holders in writing
        that the dollar amount or number of shares of Registrable Securities that
        the
        Demanding Holders desire to sell, taken together with all other Ordinary
        Shares
        or other securities that the Company desires in any material respect to sell
        and
        the Ordinary Shares, if any, as to which Registration has been requested
        pursuant to written contractual piggy-back registration rights held by other
        shareholders of the Company who desire to sell, exceeds the maximum dollar
        amount or maximum number of shares that can be sold in such offering without
        adversely affecting the proposed offering price, the timing, the distribution
        method, or the probability of success of such offering (such maximum dollar
        amount or maximum number of securities, as applicable, the “Maximum
        Threshold”),
        then
        the Company shall include in such Registration: (i) first, the Registrable
        Securities as to which Demand Registration has been requested by the Demanding
        Holders (pro rata in accordance with the number of shares (including Sponsor
        Shares and Sponsor Warrants, on an as-converted to Ordinary Shares basis)
        that
        each such person has requested be included in such Registration, regardless
        of
        the number of shares held by each such person (such proportion is referred
        to
        herein as "Pro
        Rata"))
        that
        can be sold without exceeding the Maximum Threshold; (ii) second, to the
        extent
        that the Maximum Threshold has not been reached under the foregoing clause
        (i),
        the Ordinary Shares or other securities that the Company desires to sell
        that
        can be sold without exceeding the Maximum Threshold; (iii) third, to the
        extent
        that the Maximum Threshold has not been reached under the foregoing clauses
        (i)
        and (ii) collectively, the Ordinary Shares or other securities for the account
        of other persons that the Company is obligated to register pursuant to written
        contractual arrangements with such persons and that can be sold without
        exceeding the Maximum Threshold.

       

      2.1.5.  Withdrawal.
        If a
        majority-in-interest of the Demanding Holders, on an as-converted to Ordinary
        Shares basis, disapprove of the terms of any underwriting or are not entitled
        to
        include all of their Registrable Securities in any offering, such
        majority-in-interest of the Demanding Holders may elect to withdraw from
        such
        offering by giving written notice to the Company and the Underwriter or
        Underwriters of their request to withdraw prior to the effectiveness of the
        Registration Statement filed with the Commission with respect to such Demand
        Registration. If the majority-in-interest of the Demanding Holders, on an
        as-converted to Ordinary Shares basis, withdraws from a proposed offering
        relating to a Demand Registration, then such Registration shall not count
        as a
        Demand Registration provided for in Section 2.1.

       

      2.2  Piggy-Back
        Registration.

       

      2.2.1.  Piggy-Back
        Rights.
        If at
        any time on or after the Release Date, as applicable, the Company proposes
        to
        file a Registration Statement under the Securities Act with respect to an
        offering of equity securities, or securities or other obligations exercisable
        or
        exchangeable for, or convertible into, equity securities, by the Company
        for its
        own account or for shareholders of the Company for their account (or by the
        Company and by shareholders of the Company including, without limitation,
        pursuant to Section 2.1), other than a Registration Statement (i) filed in
        connection with any employee stock option or other benefit plan, (ii) for
        an
        exchange offer or offering of securities solely to the Company’s existing
        shareholders or debt holders, (iii) for an offering of debt that is convertible
        into equity securities of the Company, (iv) for a dividend reinvestment plan,
        or
        (v) for the acquisition or purchase by or combination by merger or otherwise
        of
        the Company of, with or into another company or business entity or partnership,
        then the Company shall (x) give written notice of such proposed filing to
        the
        holders of Registrable Securities at least ten (10) days before the anticipated
        date on which the preliminary prospectus will be printed, which notice shall
        describe the amount and type of securities to be included in such offering,
        the
        intended method(s) of distribution, and the name of the proposed managing
        Underwriter or Underwriters, if any, of the offering, and (y) offer to the
        holders of Registrable Securities in such notice the opportunity to register
        the
        sale of such number and type of Registrable Securities as have been released
        from escrow under the Escrow Agreement and requested by such holders in writing
        within five (5) days following receipt of such notice (a “Piggy-Back
        Registration”).
        The
        Company shall cause such Registrable Securities to be included in such
        Registration and shall use its reasonable best efforts to cause the managing
        Underwriter or Underwriters of a proposed underwritten offering to permit
        the
        Registrable Securities requested to be included in a Piggy-Back Registration
        on
        the same terms and conditions as any similar securities of the Company and
        to
        permit the sale or other disposition of such Registrable Securities in
        accordance with the intended method(s) of distribution thereof. All holders
        of
        Registrable Securities proposing to distribute their securities through a
        Piggy-Back Registration that involves an Underwriter or Underwriters shall
        enter
        into an underwriting agreement in customary form with the Underwriter or
        Underwriters (or the representatives thereof) selected for such Piggy-Back
        Registration.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      2.2.2.  Reduction
        of Offering.
        If the
        managing Underwriter or Underwriters for a Piggy-Back Registration that is
        to be
        an underwritten offering advises the Company and the holders of Registrable
        Securities in writing that the dollar amount or number or amount of securities
        that the Company desires to sell, taken together with Ordinary Shares or
        other
        securities, if any, as to which Registration has been demanded pursuant to
        written contractual arrangements with persons other than the holders of
        Registrable Securities hereunder, the Registrable Securities as to which
        Registration has been requested under this Section 2.2, and the securities,
        if
        any, as to which Registration has been requested pursuant to the written
        contractual piggy-back registration rights of other shareholders of the Company,
        exceeds the Maximum Threshold, then the Company shall include in any such
        Registration:

       

        i)
        If the Registration is undertaken for the Company’s account: (a) first, the
        Ordinary Shares or other securities that the Company desires to sell that
        can be
        sold without exceeding the Maximum Threshold; (b) second, to the extent that
        the
        Maximum Threshold has not been reached under the foregoing clause (a), the
        Ordinary Shares or other securities, if any, comprised of Registrable
        Securities, as to which Registration has been requested pursuant to the
        applicable written contractual piggy-back registration rights of such security
        holders, Pro Rata, that can be sold without exceeding the Maximum Threshold;
        and
        (c) third, to the extent that the Maximum Threshold has not been reached
        under
        the foregoing clauses (a) and (b), the Ordinary Shares or other securities
        for
        the account of other persons that the Company is obligated to register pursuant
        to written contractual piggy-back registration rights with such persons and
        that
        can be sold without exceeding the Maximum Threshold; 

       

        ii)
        If the Registration is a “demand” Registration undertaken at the demand of
        persons other than the holders of Registrable Securities, (a) first, the
        Ordinary Shares or other securities for the account of the demanding persons
        that can be sold without exceeding the Maximum Threshold; (b) second, to
        the
        extent that the Maximum Threshold has not been reached under the foregoing
        clause (a), the Ordinary Shares or other securities that the Company desires
        to
        sell that can be sold without exceeding the Maximum Threshold; (c) third,
        to the
        extent that the Maximum Threshold has not been reached under the foregoing
        clauses (a) and (b), collectively the Ordinary Shares or other securities
        comprised (on an as-converted to Ordinary Shares basis) of Registrable
        Securities, Pro Rata, as to which Registration has been requested pursuant
        to
        the terms hereof, that can be sold without exceeding the Maximum Threshold;
        and
        (d) fourth, to the extent that the Maximum Threshold has not been reached
        under
        the foregoing clauses (a), (b) and (c), the Ordinary Shares or other securities
        (on an as-converted to Ordinary Shares basis) for the account of other persons
        that the Company is obligated to register pursuant to written contractual
        arrangements with such persons, that can be sold without exceeding the Maximum
        Threshold.

       

      2.2.3.  Withdrawal.
        Any
        holder of Registrable Securities may elect to withdraw such holder’s request for
        inclusion of Registrable Securities in any Piggy-Back Registration by giving
        written notice to the Company of such request to withdraw prior to the
        effectiveness of the Registration Statement. The Company (whether on its
        own
        determination or as the result of a withdrawal by persons making a demand
        pursuant to written contractual obligations) may withdraw a registration
        statement at any time prior to the effectiveness of the Registration Statement.
        Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
        by the holders of Registrable Securities in connection with such Piggy-Back
        Registration as provided in Section 3.3.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      2.3  Registrations
        on Form F-3.
        The
        holders of Registrable Securities that have been released from escrow under
        the
        Escrow Agreement may at any time after the date the Company consummates a
        business combination, request in writing that the Company register the resale
        of
        any or all of such Registrable Securities on Form F-3 or any similar short-form
        Registration that may be available at such time (“Form
        F-3”);
        provided,
        however,
        that
        the Company shall not be obligated to effect such request through an
        underwritten offering (other than pursuant to Section 2.1). Upon receipt
        of such
        written request, the Company will promptly give written notice of the proposed
        Registration to all other holders of Registrable Securities, and, as soon
        as
        practicable thereafter, effect the Registration of all or such portion of
        such
        holder’s or holders’ Registrable Securities as are specified in such request,
        together with all or such portion of the Registrable Securities or other
        securities of the Company, if any, of any other holder or holders joining
        in
        such request as are specified in a written request given within fifteen (15)
        days after receipt of such written notice from the Company; provided further,
        that
        the Company shall not be obligated to effect any such Registration pursuant
        to
        this Section 2.3 (i) if Form F-3 is not available for such offering; or (ii)
        if
        the holders of the Registrable Securities, together with the holders of any
        other securities of the Company entitled to inclusion in such Registration,
        propose to sell Registrable Securities and such other securities (if any)
        at any
        aggregate price to the public of less than $500,000. Registrations effected
        pursuant to this Section 2.3 shall not be counted as Demand Registrations
        effected pursuant to Section 2.1.

       

      3.  REGISTRATION
        PROCEDURES.

       

      3.1  Filings;
        Information.
        Whenever the Company is required to effect the Registration of any Registrable
        Securities pursuant to Section 2, the Company shall use its best efforts
        to
        effect the Registration and sale of such Registrable Securities in accordance
        with the intended method(s) of distribution thereof as expeditiously as
        practicable, and in connection with any such request:

       

      3.1.1.  Filing
        Registration Statement.
        The
        Company shall, within ninety (90) days after receipt of a request for a Demand
        Registration pursuant to Section 2.1, prepare and file with the Commission
        a
        Registration Statement on any form for which the Company then qualifies or
        which
        counsel for the Company shall deem appropriate and which form shall be available
        for the sale of all Registrable Securities to be registered thereunder in
        accordance with the intended method(s) of distribution thereof, and shall
        use
        its best efforts to cause such Registration Statement to become effective
        and
        use its best efforts to keep it effective for the period required by Section
        3.1.3; provided,
        however,
        that
        the Company shall have the right to defer any Demand Registration for up
        to
        thirty (30) days, and any Piggy-Back Registration for such period as may
        be
        applicable to deferment of any demand Registration to which such Piggy-Back
        Registration relates, in each case if the Company shall furnish to the holders
        a
        certificate signed by a Chief Executive Officer of the Company stating that,
        in
        the good faith judgment of the board of directors of the Company, it would
        be
        materially detrimental to the Company and its shareholders for such Registration
        Statement to be effected at such time; provided further,
        however,
        that
        the Company shall not have the right to exercise the right set forth in the
        immediately preceding proviso more than once in any 365-day period in respect
        of
        a Demand Registration hereunder.

       

      3.1.2.  Copies.
        The
        Company shall, prior to filing a Registration Statement or prospectus, or
        any
        amendment or supplement thereto, furnish without charge to the holders of
        Registrable Securities included in such Registration, and such holders’ legal
        counsel, copies of such Registration Statement as proposed to be filed, each
        amendment and supplement to such Registration Statement (in each case including
        all exhibits thereto and documents incorporated by reference therein), the
        prospectus included in such Registration Statement (including each preliminary
        prospectus), and such other documents as the holders of Registrable Securities
        included in such Registration or legal counsel for any such holders may request
        in order to facilitate the disposition of the Registrable Securities owned
        by
        such holders.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      3.1.3.  Amendments
        and Supplements.
        The
        Company shall prepare and file with the Commission such amendments, including
        post-effective amendments, and supplements to such Registration Statement
        and
        the prospectus used in connection therewith as may be necessary to keep such
        Registration Statement effective and in compliance with the provisions of
        the
        Securities Act until all Registrable Securities and other securities covered
        by
        such Registration Statement have been disposed of in accordance with the
        intended method(s) of distribution set forth in such Registration Statement
        (which period shall not exceed the sum of one hundred eighty (180) days plus
        any
        period during which any such disposition is interfered with by any stop order
        or
        injunction of the Commission or any governmental agency or court) or such
        securities have been withdrawn.

       

      3.1.4.  Notification.
        After
        the filing of a Registration Statement, the Company shall promptly, and in
        no
        event more than two (2) business days after such filing, notify the holders
        of
        Registrable Securities included in such Registration Statement of such filing,
        and shall further notify such holders promptly and confirm such advice in
        writing in all events within two (2) business days of the occurrence of any
        of
        the following: (i) when such Registration Statement becomes effective; (ii)
        when
        any post-effective amendment to such Registration Statement becomes effective;
        (iii) the issuance or threatened issuance by the Commission of any stop order
        (and the Company shall take all actions required to prevent the entry of
        such
        stop order or to remove it if entered); or (iv) any request by the Commission
        for any amendment or supplement to such Registration Statement or any prospectus
        relating thereto, or for additional information, or of the occurrence of
        an
        event requiring the preparation of a supplement or amendment to such prospectus
        so that, as thereafter delivered to the purchasers of the securities covered
        by
        such Registration Statement, such prospectus will not contain an untrue
        statement of a material fact or fail to state any material fact required
        to be
        stated therein or necessary to make the statements therein not misleading,
        and
        promptly make available to the holders of Registrable Securities included
        in
        such Registration Statement any such supplement or amendment; except that
        before
        filing with the Commission a Registration Statement or prospectus or any
        amendment or supplement thereto, including documents incorporated by reference,
        the Company shall furnish to the holders of Registrable Securities included
        in
        such Registration Statement and to the legal counsel for any such holders,
        copies of all such documents proposed to be filed sufficiently in advance
        of
        filing to provide such holders and legal counsel with a reasonable opportunity
        to review such documents and comment thereon, and the Company shall not file
        any
        Registration Statement or prospectus or amendment or supplement thereto,
        including documents incorporated by reference, to which such holders or their
        legal counsel shall reasonably object.

       

      3.1.5.  State
        Securities Laws Compliance.
        The
        Company shall use its best efforts to (i) register or qualify the Registrable
        Securities covered by the Registration Statement under such securities or
“blue
        sky” laws of such jurisdictions in the United States as the holders of
        Registrable Securities included in such Registration Statement (in light
        of
        their intended plan of distribution) may request, and (ii) take such action
        necessary to cause such Registrable Securities covered by the Registration
        Statement to be registered with or approved by such other Governmental
        Authorities as may be necessary by virtue of the business and operations
        of the
        Company and do any and all other acts and things that may be necessary or
        advisable to enable the holders of Registrable Securities included in such
        Registration Statement to consummate the disposition of such Registrable
        Securities in such jurisdictions; provided,
        however,
        that
        the Company shall not be required to qualify generally to do business in
        any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        paragraph or subject itself to taxation in any such jurisdiction.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      3.1.6.  Agreements
        for Disposition.
        The
        Company shall enter into customary agreements (including, if applicable,
        an
        underwriting agreement in customary form) and take such other actions as
        are
        reasonably required in order to expedite or facilitate the disposition of
        such
        Registrable Securities. The representations, warranties and covenants of
        the
        Company in any underwriting agreement which are made to or for the benefit
        of
        any Underwriters, to the extent applicable, shall also be made to and for
        the
        benefit of the holders of Registrable Securities included in such Registration
        Statement. No holder of Registrable Securities included in such Registration
        Statement shall be required to make any representations or warranties in
        the
        underwriting agreement except, if applicable, with respect to such holder’s
        organization, good standing, authority, title to Registrable Securities,
        lack of
        conflict of such sale with such holder’s material agreements and organizational
        documents, and with respect to written information relating to such holder
        that
        such holder has furnished in writing expressly for inclusion in such
        Registration Statement.

       

      3.1.7.  Cooperation.
        The
        principal executive officer of the Company, the principal financial officer
        of
        the Company, the principal accounting officer of the Company and all other
        officers and members of the management of the Company shall cooperate fully
        in
        any offering of Registrable Securities hereunder, which cooperation shall
        include, without limitation, the preparation of the Registration Statement
        with
        respect to such offering and all other offering materials and related documents
        (including road show materials), and participation in meetings with
        Underwriters, attorneys, accountants and potential investors.

       

      3.1.8.  Records.
        The
        Company shall make available for inspection by the holders of Registrable
        Securities included in such Registration Statement, any Underwriter
        participating in any disposition pursuant to such Registration Statement
        and any
        attorney, accountant or other professional retained by any holder of Registrable
        Securities included in such Registration Statement or any Underwriter, all
        financial and other records, pertinent corporate documents and properties
        of the
        Company, as shall be necessary to enable them to exercise their due diligence
        responsibility, and cause the Company’s officers, directors and employees to
        supply all information requested by any of them in connection with such
        Registration Statement.

       

      3.1.9.  Opinions
        and Comfort Letters.
        The
        Company shall furnish to each holder of Registrable Securities included in
        any
        Registration Statement a signed counterpart, addressed to such holder, of
        (i)
        any opinion of counsel to the Company delivered to any Underwriter, and (ii)
        any
        comfort letter from the Company’s independent public accountants delivered to
        any Underwriter. In the event no legal opinion is delivered to any Underwriter,
        the Company shall furnish to each holder of Registrable Securities included
        in
        such Registration Statement, at any time that such holder elects to use a
        prospectus, an opinion of counsel to the Company (which may be based solely
        on
        the oral advice of the Commission staff) to the effect that the Registration
        Statement containing such prospectus has been declared effective and that
        no
        stop order is in effect.

       

      3.1.10.  Earnings
        Statement.
        The
        Company shall comply with all applicable rules and regulations of the Commission
        and the Securities Act, and make available to its shareholders, as soon as
        practicable, an earnings statement covering a period of twelve (12) months,
        beginning within three (3) months after the effective date of the Registration
        Statement, which earnings statement shall satisfy the provisions of Section
        11(a) of the Securities Act and Rule 158 thereunder.

       

      3.1.11.  Listing.
        The
        Company shall use its best efforts to cause all Registrable Securities included
        in any Registration to be listed on such exchanges or otherwise designated
        for
        trading in the same manner as similar securities issued by the Company are
        then
        listed or designated or, if no such similar securities are then listed or
        designated, in a manner satisfactory to the holders of a majority of the
        Registrable Securities included in such Registration.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      3.2  Obligation
        to Suspend Distribution.
        Upon
        receipt of any notice from the Company of the happening of any event of the
        kind
        described in Section 3.1.4(iv), or, in the case of a resale Registration
        on Form
        F-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
        to a written insider trading compliance program adopted by the Company’s board
        of directors, of the ability of all “insiders” covered by such program to
        transact in the Company’s securities because of the existence of material
        non-public information, each holder of Registrable Securities included in
        any
        Registration shall immediately discontinue disposition of such Registrable
        Securities pursuant to the Registration Statement covering such Registrable
        Securities until such holder receives the supplemented or amended prospectus
        contemplated by Section 3.1.4(iv) or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable,
        and, if so directed by the Company, each such holder will deliver to the
        Company
        all copies, other than permanent file copies then in such holder’s possession,
        of the most recent prospectus covering such Registrable Securities at the
        time
        of receipt of such notice.

       

      3.3  Registration
        Expenses.
        The
        Company shall bear all costs and expenses incurred in connection with any
        Demand
        Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
        to
        Section 2.2, and any Registration on Form F-3 effected pursuant to Section
        2.3,
        and all expenses incurred in performing or complying with its other obligations
        under this Agreement, whether or not the Registration Statement becomes
        effective, including, without limitation: (i) all registration and filing
        fees;
        (ii) fees and expenses of compliance with securities or “blue sky” laws
        (including fees and disbursements of counsel in connection with blue sky
        qualifications of the Registrable Securities); (iii) printing expenses; (iv)
        the
        Company’s internal expenses (including, without limitation, all salaries and
        expenses of its officers and employees); (v) the fees and expenses incurred
        in
        connection with the listing of the Registrable Securities as required by
        Section
        3.1.11; (vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees
        and
        disbursements of counsel for the Company and fees and expenses for independent
        certified public accountants retained by the Company (including the expenses
        or
        costs associated with the delivery of any opinions or comfort letters requested
        pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts
        retained by the Company in connection with such Registration and (ix) the
        fees
        and expenses of one legal counsel selected by the holders of a
        majority-in-interest (on an as-converted to Ordinary Shares basis) of the
        Registrable Securities included in such Registration. The Company shall have
        no
        obligation to pay any underwriting discounts or selling commissions attributable
        to the Registrable Securities being sold by the holders thereof, which
        underwriting discounts or selling commissions shall be borne by such holders.
        Additionally, in an underwritten offering, all selling shareholders and the
        Company shall bear the expenses of the underwriter pro rata in proportion
        to the
        respective amount of shares each is selling in such offering.

       

      3.4  Information.
        The
        holders of Registrable Securities shall provide such information as may
        reasonably be requested by the Company, or the managing Underwriter, if any,
        in
        connection with the preparation of any Registration Statement, including
        amendments and supplements thereto, in order to effect the Registration of
        any
        Registrable Securities under the Securities Act pursuant to Section 2 and
        in
        connection with the Company’s obligation to comply with federal and applicable
        state securities laws and applicable rules and regulations of governing
        agencies.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      4.  INDEMNIFICATION
        AND CONTRIBUTION.

       

      4.1  Indemnification
        by the Company.
        The
        Company agrees to indemnify and hold harmless each of the Investors and each
        other holder of Registrable Securities, and each of their respective officers,
        employees, affiliates, directors, partners, members, attorneys and agents,
        and
        each person, if any, who controls an Investor and each other holder of
        Registrable Securities (within the meaning of Section 15 of the Securities
        Act
        or Section 20 of the Exchange Act) (each, an “Investor
        Indemnified Party”),
        from
        and against any expenses, losses, judgments, claims, damages or liabilities,
        whether joint or several, arising out of or based upon any untrue statement
        (or
        allegedly untrue statement) of a material fact contained in any Registration
        Statement under which the sale of such Registrable Securities was registered
        under the Securities Act, any preliminary prospectus, final prospectus or
        summary prospectus contained in the Registration Statement, or any amendment
        or
        supplement to such Registration Statement, or arising out of or based upon
        any
        omission (or alleged omission) to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading, or any
        violation by the Company of the Securities Act or any rule or regulation
        promulgated thereunder applicable to the Company and relating to action or
        inaction required of the Company in connection with any such Registration;
        and
        the Company shall promptly reimburse the Investor Indemnified Party for any
        legal and any other expenses reasonably incurred by such Investor Indemnified
        Party in connection with investigating and defending any such expense, loss,
        judgment, claim, damage, liability or action; provided,
        however,
        that
        the Company will not be liable in any such case to the extent that any such
        expense, loss, claim, damage or liability arises out of or is based upon
        any
        untrue statement or allegedly untrue statement or omission or alleged omission
        made in such Registration Statement, preliminary prospectus, final prospectus,
        or summary prospectus, or any such amendment or supplement, in reliance upon
        and
        in conformity with information furnished to the Company, in writing, by such
        selling holder expressly for use therein. The Company also shall indemnify
        any
        Underwriter of the Registrable Securities, their officers, affiliates,
        directors, partners, members and agents and each person who controls such
        Underwriter on substantially the same basis as that of the indemnification
        provided above in this Section 4.1, as may be reasonably required by such
        Underwriter.

       

      4.2  Indemnification
        by Holders of Registrable Securities.
        Each
        selling holder of Registrable Securities will, in the event that any
        Registration is being effected under the Securities Act pursuant to this
        Agreement of any Registrable Securities held by such selling holder, indemnify
        and hold harmless the Company, each of its directors and officers and each
        underwriter (if any), and each other selling holder and each other person,
        if
        any, who controls another selling holder or such underwriter within the meaning
        of the Securities Act, against any expenses, losses, claims, judgments, damages
        or liabilities, whether joint or several, insofar as such expenses, losses,
        claims, judgments, damages or liabilities (or actions in respect thereof)
        arise
        out of or are based upon any untrue statement or allegedly untrue statement
        of a
        material fact contained in any Registration Statement under which the sale
        of
        such Registrable Securities was registered under the Securities Act, any
        preliminary prospectus, final prospectus or summary prospectus contained
        in the
        Registration Statement, or any amendment or supplement to the Registration
        Statement, or arise out of or are based upon any omission or the alleged
        omission to state a material fact required to be stated therein or necessary
        to
        make the statement therein not misleading, if the statement or omission was
        made
        in reliance upon and in conformity with information furnished in writing
        to the
        Company by such selling holder expressly for use therein, and shall reimburse
        the Company, its directors and officers, and each other selling holder or
        controlling person for any legal or other expenses reasonably incurred by
        any of
        them in connection with investigation or defending any such expense, loss,
        claim, damage, liability or action. Each selling holder’s indemnification
        obligations hereunder shall be several and not joint and shall be limited
        to the
        amount of any net proceeds actually received by such selling
        holder.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      4.3  Conduct
        of Indemnification Proceedings.
        Promptly after receipt by any person of any notice of any loss, claim, damage
        or
        liability or any action in respect of which indemnity may be sought pursuant
        to
        Section 4.1 or 4.2, such person (the “Indemnified
        Party”)
        shall,
        if a claim in respect thereof is to be made against any other person for
        indemnification hereunder, notify such other person (the “Indemnifying
        Party”)
        in
        writing of the loss, claim, judgment, damage, liability or action; provided,
        however,
        that
        the failure by the Indemnified Party to notify the Indemnifying Party shall
        not
        relieve the Indemnifying Party from any liability that the Indemnifying Party
        may have to such Indemnified Party hereunder, except and solely to the extent
        the Indemnifying Party is actually prejudiced by such failure. If the
        Indemnified Party is seeking indemnification with respect to any claim or
        action
        brought against the Indemnified Party, then the Indemnifying Party shall
        be
        entitled to participate in such claim or action, and, to the extent that
        it
        wishes, jointly with all other Indemnifying Parties, to assume control of
        the
        defense thereof with counsel satisfactory to the Indemnified Party. After
        notice
        from the Indemnifying Party to the Indemnified Party of its election to assume
        control of the defense of such claim or action, the Indemnifying Party shall
        not
        be liable to the Indemnified Party for any legal or other expenses subsequently
        incurred by the Indemnified Party in connection with the defense thereof
        other
        than reasonable costs of investigation; provided,
        however,
        that in
        any action in which both the Indemnified Party and the Indemnifying Party
        are
        named as defendants, the Indemnified Party shall have the right to employ
        separate counsel (but no more than one such separate counsel) to represent
        the
        Indemnified Party and its controlling persons who may be subject to liability
        arising out of any claim in respect of which indemnity may be sought by the
        Indemnified Party against the Indemnifying Party, with the fees and expenses
        of
        such counsel to be paid by such Indemnifying Party if, based upon the written
        opinion of counsel of such Indemnified Party, representation of both parties
        by
        the same counsel would be inappropriate due to actual or potential differing
        interests between them. No Indemnifying Party shall, without the prior written
        consent of the Indemnified Party, consent to entry of judgment or effect
        any
        settlement of any claim or pending or threatened proceeding in respect of
        which
        the Indemnified Party is or could have been a party and indemnity could have
        been sought hereunder by such Indemnified Party, unless such judgment or
        settlement includes an unconditional release of such Indemnified Party from
        all
        liability arising out of such claim or proceeding.

       

      4.4  Contribution.

       

      4.4.1.  If
        the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3
        is
        unavailable to any Indemnified Party in respect of any loss, claim, damage,
        liability or action referred to herein, then each such Indemnifying Party,
        in
        lieu of indemnifying such Indemnified Party, shall contribute to the amount
        paid
        or payable by such Indemnified Party as a result of such loss, claim, damage,
        liability or action in such proportion as is appropriate to reflect the relative
        fault of the Indemnified Parties and the Indemnifying Parties in connection
        with
        the actions or omissions which resulted in such loss, claim, damage, liability
        or action, as well as any other relevant equitable considerations. The relative
        fault of any Indemnified Party and any Indemnifying Party shall be determined
        by
        reference to, among other things, whether the untrue or alleged untrue statement
        of a material fact or the omission or alleged omission to state a material
        fact
        relates to information supplied by such Indemnified Party or such Indemnifying
        Party and the parties’ relative intent, knowledge, access to information and
        opportunity to correct or prevent such statement or omission.

       

      4.4.2.  The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 4.4 were determined by pro rata allocation or by
        any
        other method of allocation that does not take account of the equitable
        considerations referred to in the immediately preceding Section
        4.4.1.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      4.4.3.  The
        amount paid or payable by an Indemnified Party as a result of any loss, claim,
        damage, liability or action referred to in the immediately preceding paragraph
        shall be deemed to include, subject to the limitations set forth above, any
        legal or other expenses incurred by such Indemnified Party in connection
        with
        investigating or defending any such action or claim. Notwithstanding the
        provisions of this Section 4.4, no holder of Registrable Securities shall
        be
        required to contribute any amount in excess of the dollar amount of the net
        proceeds (after payment of any underwriting fees, discounts, commissions
        or
        taxes) actually received by such holder from the sale of Registrable Securities
        which gave rise to such contribution obligation. No person guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act)
        shall be entitled to contribution from any person who was not guilty of such
        fraudulent misrepresentation.

       

      5.  UNDERWRITING
        AND DISTRIBUTION.

       

      5.1  Rule
        144.
        The
        Company covenants that it shall file any reports required to be filed by
        it
        under the Securities Act and the Exchange Act and shall take such further
        action
        as the holders of Registrable Securities may reasonably request, all to the
        extent required from time to time to enable such holders to sell Registrable
        Securities without Registration under the Securities Act within the limitation
        of the exemptions provided by Rule 144 under the Securities Act, as such
        Rules
        may be amended from time to time, or any similar Rule or regulation hereafter
        adopted by the Commission.

       

      6.  MISCELLANEOUS.

       

      6.1  Other
        Registration Rights.
        Except
        as set forth in the Warrant Agreement, the Company represents and warrants
        that
        no person, other than a holder of the Registrable Securities, has any right
        to
        require the Company to register any shares of the Company’s capital stock for
        sale or to include shares of the Company’s capital stock in any Registration
        filed by the Company for the sale of shares of capital stock for its own
        account
        or for the account of any other person.

       

      6.2  Waiver
        of Claims against Trust Account.
        Notwithstanding any other provision of this Agreement, each of the Investors
        confirms its understanding that the Company has established a Trust Account
        relating to the Units being sold in the Company’s initial public offering. Each
        Investor acknowledges that the Trust Account will exist for the benefit of
        the
        Company’s public shareholders and the monies from the Trust Account may only be
        disbursed upon the occurrence of certain events, as more fully described
        in the
        prospectus relating to the Units. Each Investor agrees that neither it nor
        any
        of its affiliates (with the exception of the Company, to the extent it is
        an
        affiliate) have or will have any right, title, interest or claim in or to
        the
        monies in the Trust Account, and each Investor hereby waives any and all
        right,
        title, interest of claim of any kind in or to any distribution of any property
        held in the Trust Account that it or its respective affiliates (with the
        exception of the Company, to the extent it is an affiliate) may have now
        or in
        the future and hereby agrees not to seek recourse, reimbursement, payment
        or
        satisfaction for any claim of any kind against the Trust Account in respect
        of
        the Company’s indemnification obligations set forth in this
        Agreement.

       

      6.3  Assignment;
        Third Party Beneficiaries.
        This
        Agreement and the rights, duties and obligations of the Company hereunder
        may
        not be assigned or delegated by the Company in whole or in part. This Agreement
        and the rights, duties and obligations of the holders of Registrable Securities
        hereunder may be, and shall be deemed to be, freely assigned or delegated
        by
        such holder of Registrable Securities in conjunction with and to the extent
        of
        any permitted transfer of Registrable Securities by any such holder. This
        Agreement and the provisions hereof shall be binding upon and shall inure
        to the
        benefit of each of the parties, to the Representative and its successors
        and the
        permitted assigns of each Investor or holder of Registrable Securities or
        of any
        respective assignee of the Investors or holder of Registrable Securities.
        This
        Agreement is not intended to confer any rights or benefits on any persons
        that
        are not party hereto other than as expressly set forth in Article 4 and this
        Section 6.3. Notwithstanding the foregoing, the Representative, on behalf
        of
        itself and the other Underwriters of the Company’s initial public offering,
        shall be deemed to be an intended third party beneficiary of this Agreement.
        

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      6.4  Notices.
        All
        notices, demands, requests, consents, approvals or other communications
        (collectively, “Notices”)
        required or permitted to be given hereunder or which are given with respect
        to
        this Agreement shall be in writing and shall be personally served, delivered
        by
        reputable air courier service with charges prepaid, or transmitted by hand
        delivery, telex or facsimile, addressed as set forth below, or to such other
        address as such party shall have specified most recently by written notice.
        Notice shall be deemed given on the date of service or transmission if
        personally served or transmitted by telex or facsimile; provided, that if
        such
        service or transmission is not on a business day or is after normal business
        hours, then such notice shall be deemed given on the next business day. Notice
        otherwise sent as provided herein shall be deemed given on the next business
        day
        following timely delivery of such notice to a reputable air courier service
        with
        an order for next-day delivery.

       

      To
        the
        Company:

       

      Korea
        Milestone Acquisition Corporation

      SoftForum
        Building

      8th
        Floor

      545-7
        Dogokdong

      Gangnam,
        Seoul, Korea 135-170

      Attn:
        Sang-Chul Kim, Chairman and Chief Executive Officer

      


      with
        a
        copy to:

      


      Broadband
        Capital Management LLC

      712
        Fifth
        Avenue, 49th Floor

      New
        York,
        NY 10019

      Fax
        No.:
        (212) 702-9830

      Attention:
        Corby Hocker

      To
        the
        Investors:

      


      and
        to:


      


      Mintz
        Levin Cohn Ferris Glovsky and Popeo, PC

      666
        Third
        Avenue 

      New
        York,
        New York 10174

      Attn: Kenneth
        R. Koch, Esq.

      


      and:

      


      Ellenoff
        Grossman & Schole LLP

      150
        East
        42nd Street, 11th floor

      New
        York,
        NY 10017

      Attn:
        Douglas S. Ellenoff, Esq.

      To
        an
        Investor, to the address for such Investor on file with the Company at such
        time.

      


      6.5  Severability.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible that
        is
        valid and enforceable.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      6.6  Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which shall be
        deemed an original, and all of which taken together shall constitute one
        and the
        same instrument.

       

      6.7  Entire
        Agreement.
        This
        Agreement (including all agreements entered into pursuant hereto and all
        certificates and instruments delivered pursuant hereto and thereto) constitute
        the entire agreement of the parties with respect to the subject matter hereof
        and supersede all prior and contemporaneous agreements, representations,
        understandings, negotiations and discussions between the parties, whether
        oral
        or written.

       

      6.8  Modifications
        and Amendments.
        No
        amendment, modification or termination of this Agreement shall be binding
        upon
        any party unless executed in writing by such party. Notwithstanding the
        foregoing, any and all parties must obtain the written consent of the
        Representative and a majority-in-interest of the Demanding Holders to amend
        or
        modify this Agreement.

       

      6.9  Titles
        and Headings.
        Titles
        and headings of sections of this Agreement are for convenience only and shall
        not affect the construction of any provision of this Agreement.

       

      6.10  Waivers
        and Extensions.
        Any
        party to this Agreement may waive any right, breach or default which such
        party
        has the right to waive, provided that such waiver will not be effective against
        the waiving party unless it is in writing, is signed by such party, and
        specifically refers to this Agreement. Waivers may be made in advance or
        after
        the right waived has arisen or the breach or default waived has occurred.
        Any
        waiver may be conditional. No waiver of any breach of any agreement or provision
        herein contained shall be deemed a waiver of any preceding or succeeding
        breach
        thereof nor of any other agreement or provision herein contained. No waiver
        or
        extension of time for performance of any obligations or acts shall be deemed
        a
        waiver or extension of the time for performance of any other obligations
        or
        acts.

       

      6.11  Remedies
        Cumulative.
        In the
        event that the Company fails to observe or perform any covenant or agreement
        to
        be observed or performed under this Agreement, the Investors or any other
        holder
        of Registrable Securities may proceed to protect and enforce its rights by
        suit
        in equity or action at law, whether for specific performance of any term
        contained in this Agreement or for an injunction against the breach of any
        such
        term or in aid of the exercise of any power granted in this Agreement or
        to
        enforce any other legal or equitable right, or to take any one or more of
        such
        actions, without being required to post a bond. None of the rights, powers
        or
        remedies conferred under this Agreement shall be mutually exclusive, and
        each
        such right, power or remedy shall be cumulative and in addition to any other
        right, power or remedy, whether conferred by this Agreement or now or hereafter
        available at law, in equity, by statute or otherwise.

       

      6.12  Governing
        Law.
        This
        Agreement shall be governed by, interpreted under, and construed in accordance
        with the internal laws of the State of New York applicable to agreements
        made
        and to be performed within the State of New York, without giving effect to
        any
        choice-of-law provisions thereof that would compel the application of the
        substantive laws of any other jurisdiction. The parties hereto agree that
        any
        action, proceeding or claim against the undersigned arising out of or relating
        in any way to this 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, which jurisdiction
        shall be exclusive. The
        parties
        hereto
        hereby
        waive any objection to such exclusive jurisdiction and that such courts
        represent an inconvenient
        forum. The
        Company hereby appoints, without power of revocation, Mintz, Levin, Cohn,
        Ferris, Glovsky & Popeo, P.C.,
        at the
        address set forth in Section 6.4 hereto, as its agent to accept and acknowledge
        on its behalf service of any and all process which may be served in any action,
        proceeding or counterclaim in any way relating to or arising out of this
        letter
        agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      6.13  Waiver
        of Trial by Jury.
        Each
        party 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
        Agreement, the transactions contemplated hereby, or the actions of the Investors
        in the negotiation, administration, performance or enforcement
        hereof.

       

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        Signature
        page to follow.]

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
        to
        be executed and delivered by their duly authorized representatives as of
        the
        date first written above.

      
        	 	 	 
	 	
                KOREA
                  MILESTONE ACQUISITION CORPORATION 

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Sang-Chul
                Kim, Chairman and Chief Executive
                Officer


      

       

      
        	 	 	 
	 	
                INVESTORS:

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Sang-Chul
                  Kim

              


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Yong
                  Hyun Kang

              


      

      
         

        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Jhong
                    Wong Kim

                


        

      

      
         

        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Soo
                    Hyung Lee

                


        

         

        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Moon
                    Youl Ban

                


        



      
        [Signature
          Page to Registration Rights Agreement]