Unassociated Document


    
      Exhibit
        10.5

      


      PRIVATE
        PLACEMENT WARRANT PURCHASE AGREEMENT

      


      


      PRIVATE
        PLACEMENT WARRANT PURCHASE AGREEMENT (this
        “Agreement”) made
        as
        of this ____ day of _____________, 2008, by and between Korea Milestone
        Acquisition Corporation, a Cayman Islands company (the “Company”),
        and
        Sang-Chul Kim (the “Purchaser”).

      


      WHEREAS,
        the Company intends to file with the Securities and Exchange Commission
        (“SEC”)
        a
        registration statement on Form F-1 (the “Registration
        Statement”),
        in
        connection with the Company’s initial public offering (the “IPO”)
        of up
        to 5,000,000 units (and
        750,000 additional units subject to the underwriters’ over-allotment
        option),
        each
        unit consisting of (i) two of the Company’s ordinary shares, US$0.0001 par value
        per share (each, an “Ordinary
        Share”
and
        collectively, the “Ordinary
        Shares”),
        and
        (ii) one warrant, each warrant to purchase one Ordinary Share at an exercise
        price of US$6.00 per share (each, a “Unit
        Warrant”
and
        collectively, the “Unit
        Warrants”);
        and

      


      WHEREAS,
        the Company desires to sell to the Purchaser, in a private placement, an
        aggregate of 2,307,692 warrants (the “Purchaser
        Warrants”)
        substantially identical to the Unit Warrants pursuant to the terms and
        conditions hereof and as set forth in the Registration Statement, except
        that,
        in accordance with the terms and conditions hereof and as set forth in the
        Registration Statement, the Purchaser Warrants (i) are exercisable on a cashless
        basis, (ii) will be non-redeemable so long as they are held by the Purchaser
        or
        its permitted transferees, and (iii) will be subject to an escrow and may
        not be
        sold or transferred, except in limited circumstances; and 

       

      WHEREAS,
        the Purchaser Warrants shall be governed by the Warrant Agreement that shall
        be
        filed as an exhibit to the Registration Statement; and

      


      WHEREAS,
        the Purchaser is entitled to certain registration rights with respect to
        the
        Purchaser Warrants and the Ordinary Shares underlying the Purchaser Warrants
        on
        the terms set forth in this Agreement.

      


      NOW,
        THEREFORE, for and in consideration of the premises and the mutual covenants
        hereinafter set forth, the parties hereto do hereby agree as
        follows:

      1. Purchase
        of Purchaser Warrants.
        The
        Purchaser agrees to purchase from the Company, and the Company agrees to
        sell to
        the Purchaser, at a purchase price of US$1.30 per Purchaser Warrant (the
        “Purchase
        Price”),
        the
        Purchaser Warrants. The Company and the Purchaser agree and acknowledge that
        the
        sale by the Company, and the purchase and receipt by the Purchaser, of the
        Purchaser Warrants pursuant to this Agreement will equal (a) an aggregate
        issuance of 2,307,692 Purchaser Warrants, and (b) an aggregate Purchase Price
        of
        US$3,000,000 (the “Aggregate
        Purchase Price”).

      


      2. Closing.
        The
        closing of the purchase and sale of the Purchaser Warrants (the “Closing”)
        will
        take place at such time and place as the parties may agree, but in no event
        later than the effective date of the IPO (the “Closing
        Date”).
        On
        the Closing Date, the Purchaser shall pay the Aggregate Purchase Price by
        wire
        transfer of immediately available funds to an account maintained by the Company.
        In connection with the completion of the IPO, the Company shall deposit the
        Aggregate Purchase Price into the trust account described in the Registration
        Statement. The certificates representing the Purchaser Warrants shall be
        delivered to the Purchaser promptly after the completion of the IPO.

      


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

      3. Representations
        and Warranties of the Purchaser.
        The
        Purchaser hereby represents and warrants to the Company that:

      


      3.1 The
        Purchaser is an “accredited investor” as that term is defined in Rule 501 of
        Regulation D promulgated under the Securities Act of 1933, as amended (the
        “Securities
        Act”).

       

      3.2 As
        a
        promoter of the Company’s IPO, the Purchaser has access to all of the
        information of the Company. The Purchaser understands that its investment
        in the
        Purchaser Warrants involves a high degree of risk and it has sought such
        accounting, legal and tax advice as it has considered necessary to make an
        informed investment decision with respect to the acquisition of the Purchaser
        Warrants.

       

      3.3 The
        Purchaser Warrants (and the Ordinary Shares issuable upon exercise thereof)
        are
        being acquired for the Purchaser’s own account, for investment purposes only and
        not with a view to, or for resale in connection with, any distribution or
        public
        offering thereof within the meaning of the Securities Act.

      


      3.4 The
        Purchaser has the full right, power and authority to enter into this Agreement
        and this Agreement is a valid and legally binding obligation of the Purchaser
        enforceable against the Purchaser in accordance with its terms.

       

      3.5 The
        Purchaser
        acknowledges that the Purchaser
        Warrants
        (and the Ordinary Shares issuable upon exercise thereof) will bear a legend
        in
        substantially the following form:

       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE
        STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
        HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
        THE
        SECURITIES UNDER SAID ACT AND LAWS OR AN OPINION OF COUNSEL SATISFACTORY
        TO THE
        COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” 

      


      4. Registration
        Rights Agreement.
        At or
        prior to the Closing, the Company and the Purchaser shall enter into a mutually
        satisfactory registration rights agreement with respect to the registration
        rights of the Purchaser Warrants and the securities underlying the Purchaser
        Warrants having the terms described in the Registration Statement.

      


      5. Waiver
        of Claims; Indemnification.
        The
        Purchaser hereby waives any and all rights to assert any present or future
        claims, including any right of rescission, against the Company or Broadband
        Capital Management with respect to the Purchaser’s purchase of the Purchaser
        Warrants, and the Purchaser agrees to indemnify and hold the Company and
        Broadband Capital Management harmless from any and all actions, causes of
        action, suits, claims or proceedings, and related losses, costs, penalties,
        fees, liabilities and damages brought against the Company or Broadband Capital
        Management by the Purchaser’s transferees, successors, assigns, or any
        subsequent holders of the Purchaser Warrants or underlying
        securities.

      


      6. Counterparts;
        Facsimile.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and all of which taken together
        shall
        constitute one and the same instrument. This Agreement or any counterpart
        may be
        executed via facsimile transmission, and any such executed facsimile copy
        shall
        be treated as an original.

      


      7. Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        Cayman Islands without regard to conflicts of law thereof. 

      


      
        
           

        

        
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      8. Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and assigns, provided,
        however,
        that
        the Purchaser shall not have the right to assign any of its rights hereunder
        to
        purchase the Purchaser Warrants to any other person or entity. 

      


      9.
         Third
        Party Beneficiaries.
        This
        Agreement is intended for the benefit of the parties hereto and their respective
        permitted successors and assigns, and is not for the benefit of, nor may
        any
        provision hereof be enforced by, any other person or entity; provided
        that
Broadband
        Capital Management. shall
        be
        a third party beneficiary of this Agreement.

      


      [Remainder
        of Page Intentionally Left Blank]

      


      
        
           

        

        
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      IN
        WITNESS WHEREOF, parties have executed this Private Placement Warrant Purchase
        Agreement as of the date first written above.

      
        	 	 	 
	 	
                COMPANY:

                 

                KOREA
                  MILESTONE ACQUISITION CORPORATION,

                a
                  Cayman Islands company

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  Soo Hyung Lee

                Title:
                  President

              


      

      
        	 	 	 
	 	PURCHASER:
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Sang-Chul
                Kim


      

       

      
        
           

        

        
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