Unassociated Document


    Exhibit
      4.4

     

    WARRANT
      AGREEMENT

     

    This
      Warrant Agreement
      is made
      as of __, 2008 between Korea Milestone Acquisition Corporation, a Cayman Islands
      corporation, with offices at 545-7 Dogokdong, Gangnam, Seoul, Korea 135-170
      (the
“Company”),
      and
      Continental Stock Transfer & Trust Company, a New York corporation, with
      offices at 17 Battery Place, New York, New York 10004 (the “Warrant
      Agent”).
      

     

    WHEREAS,
      the
      Company is engaged in a public offering (“Public
      Offering”)
      and,
      in connection therewith, has determined to issue and deliver: (i) up to
      5,750,000 units (“Public Units”),
      each
      Public Unit consisting of two of the Company’s ordinary shares, par value
      $0.0001 per share (“Ordinary
      Shares”)
      and
      one warrant (“Public
      Warrants”),
      each
      of such Public Warrants evidencing the right of the holder thereof to purchase
      one Ordinary Share for $6.00, subject to adjustment as described herein and
      (ii)
      375,000 warrants to Broadband Capital Management LLC (the “Representative”) or
      its designees (the “Representative’s Warrants”);

     

    WHEREAS,
      immediately prior to the completion of the Public Offering, the Company shall
      sell and issue (i) 2,307,692 (the “Private
      Warrants”)
      to
      Sang-Chul Kim, each of such Private Warrants evidencing the right of the holder
      thereof to purchase one Ordinary Share for $6.00, subject to adjustment as
      described herein, (the Public Warrants, the Representative’s Warrants and the
      Private Warrants are together referred herein as “Warrants”);
      

     

    WHEREAS,
      the
      Company has filed with the Securities and Exchange Commission a Registration
      Statement, No.________, on Form F-1 (“Registration
      Statement”)
      for
      the registration under the Securities Act of 1933, as amended (“Act”),
      of,
      among other securities, the Public Warrants, the Representative’s Warrants and
      the Ordinary Shares issuable upon exercise of the Public Warrants and the
      Representative’s Warrants; 

     

    WHEREAS,
      the
      Company desires the Warrant Agent to act on behalf of the Company, and the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption, exercise and cancellation of
      the
      Warrants; 

     

    WHEREAS,
      the
      Company desires to provide for the form and provisions of the Warrants, the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and 

     

    WHEREAS,
      all
      acts and things have been done and performed that are necessary to make the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement. 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows: 

     

    1.  Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent for the Company with
      respect to the Warrants, and the Warrant Agent hereby accepts such appointment
      and agrees to perform the same in accordance with the terms and conditions
      set
      forth in this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  Warrants.
      

     

    2.1  Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only, shall be in substantially
      the
      form of Exhibit
      A
      hereto,
      the provisions of which are incorporated herein and shall be signed by, or
      bear
      the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
      President, Chief Financial Officer, Vice President or Secretary of the Company
      and shall bear a facsimile of the Company’s seal. In the event the person whose
      facsimile signature has been placed upon any Warrant shall have ceased to serve
      in the capacity in which such person signed the Warrant before such Warrant
      is
      issued, it may be issued with the same effect as if he or she had not ceased
      to
      be such at the date of issuance. All of the Warrants shall initially be
      represented by one or more book-entry certificates (each a “Book
      Entry Warrant Certificate”).
      

     

    2.2  Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof. 

     

    2.3  Detachability
      of Warrants.
      The
      securities comprising the Units will not be separately transferable until the
      90th day after the date of the prospectus relating to the Company’s Public
      Offering (the “Detachment
      Date”),
      but
      in no event will separate trading of the securities comprising the Units be
      allowed until the Company files a Report of Foreign Private Issuer on Form
      6-K
      that includes an audited balance sheet reflecting the receipt by the Company
      of
      the gross proceeds of the Public Offering including the proceeds received by
      the
      Company from the exercise of the Underwriter’s over-allotment option if the
      over-allotment option is exercised prior to the filing of the Form 6-K.


     

    2.4  Registration.
      

     

    2.4.1  Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant
      Register”)
      for
      registration of original issuance and the registration of transfer of the
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company. All of the Public Warrants shall initially
      be
      represented by one or more Book-Entry Warrant Certificates deposited with the
      Depository Trust Company (the “Depository”)
      and
      registered in the name of Cede & Co., a nominee of the Depository. Ownership
      of beneficial interests in the Public Warrants shall be shown on, and the
      transfer of such ownership shall be effected through, records maintained by
      (i)
      the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii)
      institutions that have accounts with the Depository (such institution, with
      respect to a Warrant in its account, a “Participant”).
      

     

    If
      the
      Depository subsequently ceases to make its book-entry settlement system
      available for the Public Warrants, the Company may instruct the Warrant Agent
      regarding making other arrangements for book-entry settlement. In the event
      that
      the Public Warrants are not eligible for, or it is no longer necessary to have
      the Public Warrants available in, book-entry form, the Warrant Agent shall
      provide written instructions to the Depository to deliver to the Warrant Agent
      for cancellation each Book-Entry Warrant Certificate, and the Company shall
      instruct the Warrant Agent to deliver to the Depository definitive Warrant
      Certificates in physical form evidencing such Public Warrants. Such definitive
      Warrant Certificates shall be in the form annexed hereto as Exhibit
      A
      with
      appropriate insertions, modifications and omissions, as provided above.


     

    
      
        
        

      

      
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    2.4.2  Beneficial
      Owner; Registered Holder.
      The
      term “beneficial
      owner”
shall
      mean, on or after the Detachment Date, any person in whose name ownership of
      a
      beneficial interest in the Warrants evidenced by a Book-Entry Warrant
      Certificate is recorded in the records maintained by the Depository or its
      nominee, and prior to the Detachment Date, the person in whose name the Unit
      to
      which such Warrant Certificate was initially attached as registered upon the
      register relating to such Units. Prior to due presentment for registration
      of
      transfer of any Warrant, the Company and the Warrant Agent may deem and treat
      the person in whose name such Warrant shall be registered upon the Warrant
      Register (a “Registered
      Holder”)
      as the
      absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent) for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the contrary.
      

     

    3.  Terms
      and Exercise of Warrants 

     

    3.1  Warrant
      Price.
      Each
      Public Warrant and Private Warrant shall, when countersigned by the Warrant
      Agent, entitle the Registered Holder thereof, subject to the provisions of
      (a)
      such Public Warrant or Private Warrant, as the case may be, and (b) this Warrant
      Agreement, to purchase from the Company the number of Ordinary Shares stated
      therein, at the price of $6.00 per whole share, subject to the adjustments
      provided in Section 4 hereof and in the last sentence of this Section 3.1.
      The
      term “Warrant
      Price”
as
      used
      in this Warrant Agreement refers to the price per share at which Ordinary Shares
      may be purchased at the time a Warrant is exercised. The Company in its sole
      discretion may lower the Warrant Price at any time prior to the Expiration
      Date.


     

    3.2  Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise
      Period”)
      commencing on the later of the consummation by the Company of a merger, capital
      stock exchange, stock purchase, asset acquisition or other similar business
      combination or a combination of any of the foregoing, of one or more operating
      businesses having collectively, a fair market value (as calculated in accordance
      with the requirements as set forth in the Company’s Memorandum and Articles of
      Incorporation) of at least 80% of the balance in the trust account at the time
      of the execution of a definitive agreement for the business combination (a
      “Business
      Combination”),
      or
      ___________ 2008, and terminating at 5:00 p.m., New York City time on the
      earlier to occur of (i) ____________, 2012, or (ii) the date fixed for
      redemption of the Warrants as provided in Section 6 of this Agreement
      (“Expiration
      Date”).
      Except with respect to the right to receive the Redemption Price (as set forth
      in Section 6 hereunder), each Warrant not exercised on or before the Expiration
      Date shall become void, and all rights thereunder and all rights in respect
      thereof under this Agreement shall cease at the close of business on the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date. 

     

    3.3  Exercise
      of Warrants.
      A
      Registered Holder may exercise a Warrant by delivering, not later than 5:00
      P.M., New York time, on any Business Day during the Exercise Period (the
“Exercise
      Date”)
      to the
      Warrant Agent at its corporate trust department (i) the Warrant Certificate
      evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant
      Certificate, the Warrants to be exercised (the “Book-Entry
      Warrants”)
      free
      on the records of the Depository to an account of the Warrant Agent at the
      Depository designated for such purpose in writing by the Warrant Agent to the
      Depository from time to time, (ii) an election to purchase the Shares underlying
      the Warrants to be exercised (“Election
      to Purchase”),
      properly completed and executed by the Registered Holder on the reverse of
      the
      Warrant Certificate or, in the case of a Book-Entry Warrant Certificate,
      properly delivered by the Participant in accordance with the Depository’s
      procedures, and (iii) the Warrant Price for each Warrant to be exercised as
      follows: 

     

    
      
        
        

      

      
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    (a)
      in
      cash, good certified check or good bank draft payable to the order of the
      Company (or as otherwise agreed to by the Company);

    


    (b)
      in
      the event of redemption pursuant to Section 6 hereof in which the Company’s
      management has elected to require all holders of Warrants to exercise such
      Warrants on a “cashless basis,” by surrendering the Warrants for that number of
      shares of Common Stock equal to the quotient obtained by dividing (x) the
      product of the number of shares of Common Stock underlying the Warrants,
      multiplied by the difference between the Warrant Price and the “Fair Market
      Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this
      Section 3.3, the “Fair Market Value” shall mean the average reported last sale
      price of the Common Stock for the 10 trading days ending on the third trading
      day prior to the date on which the notice of redemption is sent to holders
      of
      Warrant pursuant to Section 6 hereof; or

    


    (c)
      with
      respect to any Private Warrants, in the event of redemption pursuant to Section
      6 hereof in which the Company’s management has not elected to require all
      holders of Warrants to exercise such Warrants on a “cashless basis” or at any
      time other than in connection with a redemption pursuant to Section 6 hereof,
      in
      any case so long as such warrants are held by Sang-Chul Kim or his permitted
      transferees, by surrendering such Warrants for that number of shares of Common
      Stock equal to the quotient obtained by dividing (x) the product of the number
      of shares of Common Stock underlying the Warrants, multiplied by the difference
      between the exercise price of the Warrants and the “Fair Market Value” by (y)
      the Fair Market Value. Solely for purposes of this Section 3.3, the “Fair Market
      Value” shall mean the average reported last sale price of the Common Stock for
      the five trading days ending on the trading day preceding the date the Private
      Warrants are exercised.

    


    If
      any of
      (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to
      Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent
      after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants
      will be deemed to be received and exercised on the Business Day next succeeding
      the Exercise Date. If the date specified as the Exercise Date is not a Business
      Day, the Warrants will be deemed to be received and exercised on the next
      succeeding day that is a Business Day. If the Warrants are received or deemed
      to
      be received after the Expiration Date, the exercise thereof will be null and
      void and any funds delivered to the Warrant Agent will be returned to the Holder
      or Participant, as the case may be, as soon as practicable. In no event will
      interest accrue on funds deposited with the Warrant Agent in respect of an
      exercise or attempted exercise of Warrants. The validity of any exercise of
      Warrants will be determined by the Company in its sole discretion and such
      determination will be final and binding upon the Holder and the Warrant Agent.
      Neither the Company nor the Warrant Agent shall have any obligation to inform
      a
      Holder of the invalidity of any exercise of Warrants. 

     

    The
      Warrant Agent shall deposit all funds received by it in payment of the Warrant
      Price in the account of the Company maintained with the Warrant Agent for such
      purpose and shall advise the Company at the end of each day on which funds
      for
      the exercise of the Warrants are received of the amount so deposited to its
      account. The Warrant Agent shall promptly confirm such telephonic advice to
      the
      Company in writing. 

     

    (i)  The
      Warrant Agent shall, by 11:00 A.M. Eastern Time on the Business Day following
      the Exercise Date of any Warrant, advise the Company and the transfer agent
      and
      registrar in respect of (a) the Ordinary Shares issuable upon such exercise
      as
      to the number of Warrants exercised in accordance with the terms and conditions
      of this Agreement, (b) the instructions of each Registered Holder or
      Participant, as the case may be, with respect to delivery of the Ordinary Shares
      issuable upon such exercise, and the delivery of definitive Warrant
      Certificates, as appropriate, evidencing the balance, if any, of the Warrants
      remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate,
      the notation that shall be made to the records maintained by the Depository,
      its
      nominee for each Book-Entry Warrant Certificate, or a Participant, as
      appropriate, evidencing the balance, if any, of the Warrants remaining after
      such exercise and (d) such other information as the Company or such transfer
      agent and registrar shall reasonably require. 

     

    (ii)  The
      Company shall, by 5:00 P.M., New York time, on the third Business Day next
      succeeding the Exercise Date of any Warrant and the clearance of the funds
      in
      payment of the Warrant Price, execute, issue and deliver to the Warrant Agent,
      the Ordinary Shares to which such Registered Holder or Participant, as the
      case
      may be, is entitled, in fully registered form, registered in such name or names
      as may be directed by such Registered Holder or the Participant, as the case
      may
      be. Upon receipt of such Ordinary Shares, the Warrant Agent shall, by 5:00
      P.M.,
      New York time, on the fifth Business Day next succeeding such Exercise Date,
      transmit such Ordinary Shares to or upon the order of the Registered Holder
      or
      Participant, as the case may be. 

     

    In
      lieu
      of delivering physical certificates representing the Ordinary Shares issuable
      upon exercise, provided the Company’s transfer agent is participating in the
      Depository Fast Automated Securities Transfer program, the Company shall use
      its
      reasonable best efforts to cause its transfer agent to electronically transmit
      the Ordinary Shares issuable upon exercise to the Registered Holder or
      Participant by crediting the account of Registered Holder’s prime broker with
      Depository or of the Participant through its Deposit Withdrawal Agent Commission
      system. The time periods for delivery described in the immediately preceding
      paragraph shall apply to the electronic transmittals described herein.
      Notwithstanding the foregoing, the Company shall not be obligated to deliver
      any
      securities pursuant to the exercise of a Warrant unless a registration statement
      under the Act with respect to the Ordinary Shares is effective. Warrants may
      not
      be exercised by, or securities issued to, any Registered Holder in any state
      in
      which such exercise would be unlawful. 

     

    (iii)  The
      accrual of dividends, if any, on the Ordinary Shares issued upon the valid
      exercise of any Warrant will be governed by the terms generally applicable
      to
      the Ordinary Shares. From and after the issuance of such Ordinary Shares, the
      former Holder of the Warrants exercised will be entitled to the benefits
      generally available to other holders of Ordinary Shares and such former Holder’s
      right to receive payments of dividends and any other amounts payable in respect
      of the Ordinary Shares shall be governed by, and shall be subject to, the terms
      and provisions generally applicable to such Ordinary Shares. 

     

    
      
        
        

      

      
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    (iv)  Warrants
      may be exercised only in whole numbers of Ordinary Shares. No fractional
      Ordinary Shares are to be issued upon the exercise of the Warrant, but rather
      the number of Ordinary Shares to be issued shall be rounded up to the nearest
      whole number. If fewer than all of the Warrants evidenced by a Warrant
      Certificate are exercised, a new Warrant Certificate for the number of
      unexercised Warrants remaining shall be executed by the Company and
      countersigned by the Warrant Agent as provided in Section 2 hereof, and
      delivered to the holder of this Warrant Certificate at the address specified
      on
      the books of the Warrant Agent or as otherwise specified by such Registered
      Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant
      Certificate are exercised, a notation shall be made to the records maintained
      by
      the Depository, its nominee for each Book-Entry Warrant Certificate, or a
      Participant, as appropriate, evidencing the balance of the Warrants remaining
      after such exercise. 

     

    (v)  The
      Company shall not be required to pay any stamp or other tax or governmental
      charge required to be paid in connection with any transfer involved in the
      issue
      of the Ordinary Shares upon the exercise of Warrants; and in the event that
      any
      such transfer is involved, the Company shall not be required to issue or deliver
      any Ordinary Shares until such tax or other charge shall have been paid or
      it
      has been established to the Company’s satisfaction that no such tax or other
      charge is due. 

     

    3.4  Valid
      Issuance.
      All
      Ordinary Shares issued upon the proper exercise of a Warrant in conformity
      with
      this Agreement shall be validly issued, fully paid and nonassessable.


     

    3.5  Date
      of Issuance.
      Each
      person in whose name any such certificate for Ordinary Shares is issued shall
      for all purposes be deemed to have become the holder of record of such shares
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      was made, irrespective of the date of delivery of such certificate, except
      that,
      if the date of such surrender and payment is a date when the stock transfer
      books of the Company are closed, such person shall be deemed to have become
      the
      holder of such Ordinary Shares at the close of business on the next succeeding
      date on which the stock transfer books are open. 

     

    4.  Adjustments.
      

     

    4.1  Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding Ordinary Shares is increased by a stock dividend payable
      in Ordinary Shares, or by a split-up of Ordinary Shares, or other similar event,
      then, on the effective date of such stock dividend, split-up or similar event,
      the number of Ordinary Shares issuable on exercise of each Warrant shall be
      increased in proportion to such increase in outstanding Ordinary Shares.


     

    
      
        
        

      

      
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    4.2  Aggregation
      of Shares.
      If,
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding Ordinary Shares is decreased by a consolidation, combination,
      reverse stock split or reclassification of Ordinary Shares or other similar
      event, then, on the effective date of such consolidation, combination, reverse
      stock split, reclassification or similar event, the number of Ordinary Shares
      issuable on exercise of each Warrant shall be decreased in proportion to such
      decrease in outstanding Ordinary Shares. 

     

    4.3  Adjustments
      in Warrant Price.
      Whenever the number of Ordinary Shares purchasable upon the exercise of the
      Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of Ordinary Shares purchasable upon the exercise of the
      Warrants immediately prior to such adjustment, and (y) the denominator of which
      shall be the number of Ordinary Shares so purchasable immediately thereafter.
      

     

    4.4  Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding Ordinary Shares
      (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
      the par value of such Ordinary Shares), or in the case of any merger or
      consolidation of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the continuing corporation
      and
      that does not result in any reclassification or reorganization of the
      outstanding Ordinary Shares), or in the case of any sale or conveyance to
      another corporation or entity of the assets or other property of the Company
      as
      an entirety or substantially as an entirety in connection with which the Company
      is dissolved, the Warrant holders shall thereafter have the right to purchase
      and receive, upon the basis and upon the terms and conditions specified in
      the
      Warrants and in lieu of the Ordinary Shares of the Company immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented thereby, the kind and amount of shares of stock or other securities
      or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in Ordinary
      Shares covered by Section 4.1 or 4.2, then such adjustment shall be made
      pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
      this
      Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other transfers.


     

    4.5  Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of Ordinary Shares issuable
      upon exercise of a Warrant, the Company shall give written notice thereof to
      the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of Ordinary
      Shares purchasable at such price upon the exercise of a Warrant, setting forth
      in reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to the Warrant holder, at the last address set forth for such holder
      in
      the Warrant Register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event. 

     

    4.6  No
      Fractional Shares.
      Notwithstanding any provision contained in this Agreement to the contrary,
      the
      Company shall not issue fractional Ordinary Shares upon exercise of Warrants.
      If, by reason of any adjustment made pursuant to this Section 4, the holder
      of
      any Warrant would be entitled, upon the exercise of such Warrant, to receive
      a
      fractional interest in an Ordinary Share, the Company shall, upon such exercise,
      round up to the nearest whole number the number of the Ordinary Shares to be
      issued to the Warrant holder. 

     

    
      
        
        

      

      
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    4.7  Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of Ordinary Shares as is stated in the Warrants
      initially issued pursuant to this Agreement. However, the Company may at any
      time in its sole discretion make any change in the form of Warrant that the
      Company may deem appropriate and that does not affect the substance thereof,
      and
      any Warrant thereafter issued or countersigned, whether in exchange or
      substitution for an outstanding Warrant or otherwise, may be in the form as
      so
      changed. 

     

    5.  Transfer
      and Exchange of Warrants.
      

     

    5.1  Transfer
      of Warrants.
      Prior
      to the Detachment Date, the Public Warrants may be transferred or exchanged
      only
      together with the Unit in which such Warrant is included, and only for the
      purpose of effecting, or in conjunction with, a transfer or exchange of such
      Unit. Furthermore, each transfer of a Public Unit or a Private Unit on the
      register relating to such Units shall operate also to transfer the Warrants
      included in such Unit. 

     

    5.2  Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon request.
      

     

    5.3  Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the Registered Holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided,
      however,
      that
      except as otherwise provided herein or in any Book-Entry Warrant Certificate,
      each Book-Entry Warrant Certificate may be transferred only in whole and only
      to
      the Depository, to another nominee of the Depository, to a successor depository,
      or to a nominee of a successor depository; provided
      further,
      however,
      that in
      the event that a Warrant surrendered for transfer bears a restrictive legend,
      the Warrant Agent shall not cancel such Warrant and issue new Warrants in
      exchange therefor until the Warrant Agent has received an opinion of counsel
      for
      the Company stating that such transfer may be made and indicating whether the
      new Warrants must also bear a restrictive legend. Upon any such registration
      of
      transfer, the Company shall execute, and the Warrant Agent shall countersign
      and
      deliver, in the name of the designated transferee a new Warrant Certificate
      or
      Warrant Certificates of any authorized denomination evidencing in the aggregate
      a like number of unexercised Warrants. 

     

    5.4  Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange that will result in the issuance of a Warrant Certificate for a
      fraction of a Warrant. 

     

    5.5  Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    5.6  Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose. 

     

    6.  Redemption.
      

     

    6.1  Redemption.
      Subject
      to Section 6.4 hereof, not less than all of the outstanding Warrants may be
      redeemed, at the option of the Company, at any time after they become
      exercisable and so long as an effective registration statement covering the
      shares of common stock issuable upon exercise of the Warrants is current and
      available throughout the 30-day notice of redemption period and prior to their
      expiration, at the office of the Warrant Agent, upon the notice referred to
      in
      Section 6.2, at the price of $0.01 per Warrant (“Redemption
      Price”),
      provided that the last sales price of the Ordinary Shares has been at least
      $14.25 per Ordinary Share for any twenty (20) trading days within a thirty
      (30)
      trading-day period ending on the third business day prior to the date on which
      notice of redemption is given. 

     

    6.2  Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption (the “Redemption
      Date”).
      Notice of redemption shall be mailed by first class mail, postage prepaid,
      by
      the Company not less than 30 days prior to the date fixed for redemption to
      the
      Registered Holders of the Warrants to be redeemed at their last addresses as
      they shall appear on the Warrant Register (the “Redemption
      Notice”).
      Any
      notice mailed in the manner herein provided shall be conclusively presumed
      to
      have been duly given on the date sent whether or not the Registered Holder
      received such notice. 

     

    6.3  Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Agreement at
      any
      time after the Redemption Notice shall have been given by the Company pursuant
      to Section 6.2 hereof and prior to the time and date fixed for redemption.
      On
      and after the Redemption Date, the record holder of the Warrants shall have
      no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price. 

     

    6.4 Exclusion
      of Certain Warrants.
      The
      Company understands that the redemption rights provided for by this Section
      6
      apply only to outstanding Warrants. To the extent a person holds rights to
      purchase Warrants, such purchase rights shall not be extinguished by redemption.
      However, once such purchase rights are exercised, the Company may redeem the
      Warrants issued upon such exercise provided that the criteria for redemption
      is
      met. Additionally, any of the Private Warrants shall not be redeemable by the
      Company as long as such Private Warrants continue to be held by Sang-Chul Kim
      or
      his permitted transferees. However, once such individuals or their permitted
      transferee otherwise transfer such Private Warrants, such Private Warrants
      shall
      then be redeemable by the Company pursuant to Section 6 hereof.

    


    7.  Other
      Provisions Relating to Rights of Holders of Warrants.
      

     

    7.1  No
      Rights as Stockholder.
      A
      Warrant does not entitle the Registered Holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other matter.
      

     

    7.2  Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    7.3  Reservation
      of Ordinary Shares.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued Ordinary Shares that will be sufficient to permit the exercise
      in
      full of all outstanding Warrants issued pursuant to this Agreement.


     

    7.4  Registration
      of Ordinary Shares.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      use its best efforts to file with the Securities and Exchange Commission a
      post-effective amendment to the Registration Statement, or a new registration
      statement, for the registration under the Act of, and it shall take such action
      as is necessary to qualify for sale in those states in which the Warrants were
      initially offered by the Company, the Ordinary Shares issuable upon exercise
      of
      the Warrants. In either case, the Company will use its reasonable best efforts
      to cause the same to become effective and to maintain the effectiveness of
      such
      registration statement until the expiration of the Warrants in accordance with
      the provisions of this Agreement. The provisions of this Section 7.4 may not
      be
      modified, amended or deleted without the prior written consent of the
      Representative. 

     

    8.  Concerning
      the Warrant Agent and Other Matters.
      

     

    8.1  Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of Ordinary Shares upon the exercise of Warrants, but the Company
      shall
      not be obligated to pay any transfer taxes in respect of the Warrants or such
      Ordinary Shares. 

     

    8.2  Resignation,
      Consolidation, or Merger of Warrant Agent.
      

     

    8.2.1  Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ prior written notice to the Company. If the office of the
      Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
      the Company shall appoint in writing a successor warrant agent in place of
      the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor warrant agent, whether appointed by the Company or
      by such court, shall be a corporation organized and existing under the laws
      of
      the State of New York, in good standing and having its principal office in
      the
      Borough of Manhattan, City and State of New York, and authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal or state authority. After appointment, any successor warrant agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor warrant agent with like effect as if originally
      named as warrant agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor warrant agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor warrant agent all the authority, powers, and
      rights of such predecessor warrant agent hereunder; and upon request of any
      successor warrant agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor warrant agent all such authority,
      powers, rights, immunities, duties, and obligations. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    8.2.2  Notice
      of Successor Warrant Agent.
      In the
      event a successor warrant agent shall be appointed, the Company shall give
      notice thereof to the predecessor warrant agent and the transfer agent for
      the
      Ordinary Shares not later than the effective date of any such appointment.
      

     

    8.2.3  Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor warrant agent
      under this Agreement without any further act. 

     

    8.3  Fees
      and Expenses of Warrant Agent.
      

     

    8.3.1  Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
      for
      all expenditures that the Warrant Agent may reasonably incur in the execution
      of
      its duties hereunder. 

     

    8.3.2  Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further acts,
      instruments, and assurances as may reasonably be required by the Warrant Agent
      for the carrying out or performing of the provisions of this Agreement.


     

    8.4  Liability
      of Warrant Agent.
      

     

    8.4.1  Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer, President
      or
      Chairman of the Board of the Company and delivered to the Warrant Agent. The
      Warrant Agent may rely upon such statement for any action taken or suffered
      in
      good faith by it pursuant to the provisions of this Agreement. 

     

    8.4.2  Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith. 

     

    8.4.3  Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or responsible for the manner, method, or amount
      of any such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment; nor shall it by any act hereunder be deemed to
      make
      any representation or warranty as to the authorization or reservation of any
      Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as
      to
      whether any Ordinary Shares will when issued be valid and fully paid and
      nonassessable. 

     

    8.5  Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of the Company’s
      Ordinary Shares through the exercise of Warrants. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    8.6  Waiver.
      The
      Warrant Agent hereby waives any and all right, title, interest or claim of
      any
      kind (“Claim”)
      in or
      to any distribution of the Trust Account (as defined in that certain Investment
      Management Trust Agreement, dated as of the date hereof, by and between the
      Company and the Warrant Agent as trustee thereunder), and hereby agrees not
      to
      seek recourse, reimbursement, payment or satisfaction for any Claim against
      the
      Trust Fund for any reason whatsoever. 

     

    9.  Miscellaneous
      Provisions.
      

     

    9.1  Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns. 

     

    9.2  Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service within five days after
      deposit of such notice, postage prepaid, addressed (until another address is
      filed in writing by the Company with the Warrant Agent), as follows:


    


    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 in each case (which shall not constitute notice) to: 

     

    Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C.

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attn:
      Kenneth R. Koch, Esq.

    


    And

    


    Broadband
      Capital Management LLC

    712
      Fifth
      Avenue, 49th
      Floor

    New
      York,
      New York 10019

    Attn:
      Michael Rapoport

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows: 

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn
      :
      Compliance Department 

     

    9.3  Applicable
      Law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflict of laws. The Company hereby agrees that any action,
      proceeding or claim against it 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 Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenience forum. Any such process or summons to
      be
      served upon the Company may be served by transmitting a copy thereof by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to it at the address set forth in Section 9.2 hereof. Such mailing
      shall be deemed personal service and shall be legal and binding upon the Company
      in any action, proceeding or claim. 

     

    9.4  Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties hereto and the Registered
      Holders and, for the purposes of Sections 6.4 and 7.4 hereof, the
      Representative, any right, remedy, or claim under or by reason of this Warrant
      Agreement or of any covenant, condition, stipulation, promise, or agreement
      hereof. The Representative shall be deemed to be a third-party beneficiary
      of
      this Agreement with respect to Sections 6.4 and 7.4 hereof. All covenants,
      conditions, stipulations, promises, and agreements contained in this Warrant
      Agreement shall be for the sole and exclusive benefit of the parties hereto
      (and
      the Representative with respect to the Sections 6.4 and 7.4 hereof) and their
      successors and assigns and of the Registered Holders of the Warrants.


     

    9.5  Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the Registered Holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.


     

    9.6  Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same instrument.


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    9.7  Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof. 

     

    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed by the parties hereto as of the day and year
      first above written. 

     

    
      	 	 	 
	 	
              KOREA
                MILESTONE ACQUISITION

              CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: 
                Sang-Chul Kim

              Title: Chairman
                and Chief Executive Officer

            


    

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER 

              &
                TRUST COMPANY

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: Steven
                Nelson

              Title: Chairman

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    Form
      of Warrant

     

    


     

    


    
      4386850v.3