Unassociated Document


    Rule 10b5-1
      Stock Purchase Plan

    


          This
      Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on
      ___________, 2008 by and among Daewoo Securities Co., Ltd. (the “Broker”), Korea
      Milestone Acquisition Corporation, a Cayman Islands company (the “Company”),
      Dawin Technology, Inc. (“Dawin”) and Sang-Chul Kim (“Kim”, and collectively with
      Dawin, the “Purchaser”).

     

          WHEREAS,
      Purchaser desires to establish a plan that qualifies for the affirmative defense
      and safe harbor provided by Rule 10b5-1 (“Rule 10b5-1”) under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”) to purchase
      warrants to purchase ordinary shares (the “Warrants”), of the Company, as
      described in the Company’s Registration Statement on Form F-1 relating to the
      initial public offering of the Company (the “IPO”). 

         

    WHEREAS,
      Purchaser desires to engage Broker as its exclusive agent to purchase Warrants
      on its behalf in accordance with this Purchase Plan; 

         

    WHEREAS,
      Purchaser has established or, prior to effecting transactions under this
      Purchase Plan will establish, an account (the “Account”) with Broker by
      executing an account agreement and all other necessary ancillary documents
      with
      Broker; and 

         

          NOW,
      THEREFORE,
      Broker,
      the Company and Purchaser hereby agree as follows: 

    


    1.     Engagement
      of Broker

     

          During
      the term of this Purchase Plan, Broker shall act as Purchaser’s exclusive agent
      to purchase Warrants pursuant to this Purchase Plan. Subject to the terms and
      conditions set forth herein, Broker hereby accepts such appointment and
      engagement. 

    


    2.     Trading
      Instructions 

    


           (a)     Broker
      is authorized to begin purchasing up to 5,000,000 Warrants as agent for
      Purchaser as set forth herein pursuant to this Purchase Plan on the earlier
      of
      (i) ten (10) months from the effective date of the prospectus related to the
      IPO
      and (ii) the Company’s filing of a Form 6-K containing the proxy statement
      relating to the Company’s initial business combination (the “Commencement
      Date”). Broker shall cease purchasing Warrants sixty (60) calendar days after
      the Commencement Date or on the Termination Date (as defined below), whichever
      is earlier. The period beginning on the Commencement Date and ending on the
      Termination Date is referred to herein as the “Plan Period”. 

     

           (b)     In
      accordance with Broker’s customary procedures, Broker will deposit Warrants
      purchased hereunder into the Account against payment to Broker of the purchase
      price therefor and commissions and other fees in respect thereof. 

    


           (c)     Broker
      will notify Purchaser of all transactions executed under this Purchase Plan
      pursuant to customary trade confirmations, which shall be provided within 24
      hours of each transaction to Purchaser, SoftForum Building, 8th Floor, 545-7
      Dogokdong, Gangnam, Seoul, Korea, 135-170, Attn: Sang-Chul Kim, by facsimile
      at
      (82) (2) 2177-9696 and confirmed by telephone at (82) (2) 575-0466, with a
      copy
      to Kenneth R. Koch, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
      666 Third Avenue, New York, New York 10017.

    


           (d)     (i)     On
      each day on which the NASDAQ Stock Market (the “Exchange”) is open for trading
      (each, a “Business Day”), Broker shall use commercially reasonable efforts to
      purchase, as agent and for the account of Purchaser, up to 5,000,000
      Warrants at a price of US$2.30 per Warrant. 

     

                    (ii)     Purchaser shall
      pay
      to Broker a commission of US$0.03 per Warrant so purchased. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)     Broker
      will make, keep and produce promptly upon request a daily time-sequenced
      schedule of all Warrant purchases made under this Purchase Plan, on a
      transaction-by-transaction basis, including (i) size, time of execution and
      price of purchase; and (ii) the exchange, quotation system, or other
      facility through which the Warrant purchase occurred, which obligations are
      set
      forth under the heading “Daily Time-Sequenced Schedule Obligations” on
Appendix
      A
      hereto.

     

    (f)     Purchaser
      agrees that this Purchase Plan constitutes an irrevocable “good till cancel”
limit order to purchase Warrants at US$2.30 per Warrant pursuant to the terms
      of
      this Purchase Plan.

    


    (g)    The
      Account shall be a non-hypothecated, delivery versus payment account, such
      that
      the Warrants and payment for such Warrants are due and exchanged
      simultaneously.

    


    3.     Funding
      of Account

    


    (a)     
      Purchaser agrees to fund the Account with at least eleven million five hundred
      U.S. dollars (US$11,500,000) by depositing a cash amount of twelve billion
      Korean won (KRW12,000,000,000) and cash-equivalent securities and certificates
      of deposit equal to seven billion Korean won (KRW7,000,000,000) as set forth
      in
Appendix
      B
      (the
“Full Commitment”) no later than the Effective Date of the Company’s
      Registration Statement on Form F-1 in connection with the IPO (the “Effective
      Date”). Pursuant to Article 44-3 of the Korean Securities and Exchange Act,
      funds in the Account shall be deposited by Broker with the Korean Securities
      Finance Corporation (the “KSFC”) clearly identified by Broker as property of
      Purchaser, pursuant to a trust arrangement under the Korean Trust Act for the
      purpose of ensuring, among other things, that funds in the Account are protected
      from creditor claims of either the Broker or the KSFC.

    


    (b)     On
      the date that is two weeks prior to the Commencement Date (the “Conversion
      Date”), a sufficient portion of the funds in the Account shall be converted to
      U.S. dollars so that the Account is funded with fully collected U.S. dollars
      in
      the amount of US$11,500,000. 

    


    (c)     At
      such time after (i) funds in the Account are converted into US$11,500,000,
      and
      (ii) the Commencement Date, any amounts (in U.S. dollars or Korean won) in
      excess of US$11,500,000 may be withdrawn from the Account and returned to
      Purchaser or its affiliates by Broker.

    


    (d)     Broker
      shall provide to Underwriter an account statement for the Account, (i) no later
      than the Effective Date that evidences the Full Commitment is in the Account
      and
      available for Warrant purchases as of that date and (ii) the next business
      day
      following the Conversion Date that evidences the Full U.S. Dollar Commitment
      (as
      defined below) in the Account and (iii) no later than twenty-four hours prior
      to
      the Commencement Date that evidences the Full U.S. Dollar Commitment in the
      Account. Other than withdrawals by Broker for the sole purpose of payment for
      Warrant purchases and as provided in this Section 3, no funds may be withdrawn
      from the Account prior to the Termination Date.

    


    (e)     Purchaser
      irrevocably covenants to ensure that the Account shall have no less
      than:

    


    (i)
      the
      Full Commitment, namely, US$11,500,000 (or its equivalent in Korean won or
      combination of U.S. dollars, Korean won and Certificates of Deposit) on the
      Effective Date; 

    


    (ii)
      US$11,500,000 (in U.S. dollars) commencing on the date that is two weeks prior
      to the Commencement Date and continuing through the Commencement Date (the
“Full
      U.S. Dollar Commitment”); and 

    


    (iii)
      on
      any day within the term of the Purchase Plan, the product (in U.S. dollars)
      of
      US$2.30 times (5,000,000 Warrants less the number of Warrants purchased
      hereunder prior to that date) (such product, the “Remaining U.S. Dollar
      Commitment”). 

     

    
      
        
        

      

      
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    Broker
      shall monitor the foreign currency exchange rate and value the account on a
      daily basis, and in the event the balance in the Account is less than the Full
      Commitment (the difference between the Remaining U.S. Dollar Commitment and
      the
      balance in the Account being referred to as a “Shortfall”), due to foreign
      currency exchange rate fluctuations or otherwise, Broker
      shall immediately notify Purchaser of such Shortfall by close of business on
      the
      day the Shortfall occurs. In the event of such Shortfall, Purchaser agrees
      and
      irrevocably covenants that it will immediately deposit to the Account, by close
      of business on the day that the Shortfall occurs, with respect to Shortfalls
      in
      (i) above, in U.S. dollars or its equivalent in Korean won, equal to the
      Shortfall in the Account, and with respect to Shortfalls in (ii) or (iii) above,
      U.S. dollar funds equal to the Shortfall in the Account, all with the purpose
      and intent of assuring that the Account is fully funded on the Effective Date,
      and from the Conversion Date to and through the Commencement Date to the
      Termination Date in U.S. dollars, and each purchase of Warrants by Broker
      pursuant to the Purchase Plan will be fully funded by the Remaining U.S. Dollar
      Commitment and each such purchase properly consummated concurrent with each
      such
      purchase. 

    


    (f)     In
      addition, each of Kim and Dawin does hereby personally guarantee for the benefit
      of Broker, Underwriter and the Company that the Account shall have no less
      than
      the Full Commitment until the date the Account is converted to the Full U.S.
      Dollar Commitment, which date shall be no later than two weeks prior to the
      Commencement Date. In the event any Korean won or Certificates of Deposit in
      the
      Account cannot be converted to U.S. dollars, due to fluctuations in the foreign
      exchange rate or otherwise, Purchaser shall, immediately on such date, provide
      to the Broker an amount in cash in U.S. dollars sufficient to ensure the
      Remaining U.S. Dollar Commitment is in the Account. 

    


    4.  Broker’s
      Discretion to Deviate from Trading Instructions 

         

    (a)     Subject
      to the Warrant Purchase Guidelines and other terms and conditions set forth
      in
      this Purchase Plan, Broker shall have full discretion with respect to the
      execution of all purchases, and Purchaser acknowledges and agrees that Purchaser
      does not have, and shall not attempt to exercise, any influence over how, when
      or whether to effect such purchases of Warrants pursuant to this Purchase Plan.
      

           

    (b)     Notwithstanding
      any provision herein to the contrary, including the provisions of Section
      2(d)(i), in the event that, on any Business Day, in the opinion of Broker’s
      counsel, effecting purchases hereunder would result in a violation of applicable
      law or a breach of any contract to which Broker or its affiliates are a party
      or
      by which it or its affiliates are bound or such purchases would result in a
      violation of applicable law by Purchaser (collectively, “Restrictions”), Broker
      may refrain from purchasing Warrants or purchase fewer than the otherwise
      applicable number of Warrants to be purchased set forth in the Warrant Purchase
      Guidelines, as determined by Broker, in its discretion with regard to such
      Restrictions, provided,
      however,
      that as
      soon as such Restrictions are no longer in effect, Broker shall resume effecting
      purchases hereunder. In this connection, Broker may receive a notice from the
      Company indicating that Regulation M precludes purchases for a period of time
      and Broker shall suspend purchasing once it has received such a notice until
      such time as it receives an additional notice from the Company to the effect
      that such Restrictions under Regulation M have terminated.

    


    5.     Termination
      Date 

         

    This
      Purchase Plan shall terminate upon the Termination Date. “Termination Date”
means the earliest of: 

         

    (a)    
      the date on which Purchaser purchases 5,000,000 Warrants pursuant to this
      Purchase Plan; or

         

    (b)    
      the date that Broker receives notice that Purchaser has filed a petition for
      bankruptcy or reorganization, or a petition for bankruptcy has been filed
      against Purchaser and has not been dismissed within sixty (60) calendar
      days of its filing. 

              

    If
      Broker
      determines that any event specified in Paragraphs (a) or (b) of this
      Section 5 has occurred, Broker shall promptly notify Purchaser that this
      Purchase Plan has terminated pursuant to the terms of this Section 5 and
      the date of such termination. 

     

    
      
        
        

      

      
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    6.     Representations,
      Warranties and Covenants 

         

    (a)     From
      the date hereof until the Termination Date, each of the Company and Purchaser
      agrees not to discuss with Broker the Company’s and/or a potential target
      company’s (a “Target”) business, operations or prospects or any other
      information likely to be related to the value of the Warrants or likely to
      influence a decision to buy Warrants. Notwithstanding the preceding sentence,
      with the approval of counsel to Broker, Purchaser and the Company may
      communicate with Broker personnel who are not responsible for, and have no
      ability to influence, the execution of this Purchase Plan. Notwithstanding
      the
      first sentence in this paragraph, the Company and Purchaser shall jointly
      provide Broker with written notification of (i) the Commencement Date, and
      (ii) the mailing of a proxy or other solicitation materials to shareholders
      of the Target with respect to a vote on the business combination or any fact
      that would make purchases under this Purchase Plan unlawful pursuant to
      Regulation M or otherwise, as soon as such fact is known to the Company or
      Purchaser. 

        

    (b)     
      Each of Kim and Dawin represents and warrants to Broker that it has duly
      authorized this Purchase Plan and the transactions contemplated hereby.


         

    (c)     
      Each of Kim and Dawin agrees that it will not, and the Company agrees with
      Broker that neither it nor any “affiliated purchaser” as defined in
      Rule 10b-18 will, make any purchases of blocks as described in the proviso
      in Rule 10b-18(b)(4) during the four full calendar weeks immediately
      preceding the Commencement Date. 

         

    (d)     
      Each of Kim and Dawin represents and warrants to Broker that it is not aware
      of
      any material, nonpublic information concerning the Company or its securities
      (“Material, Nonpublic Information”) and is entering into this Purchase Plan in
      good faith and not as part of a plan or scheme to evade the prohibitions of
      Rule 10b5-1. 

         

    (e)     Broker
      represents and warrants to the Company and each of Kim and Dawin that it has
      implemented reasonable policies and procedures, taking into consideration the
      nature of Broker’s business, to ensure that individuals making investment
      decisions will not violate the laws prohibiting trading on the basis of
      Material, Nonpublic Information. These policies and procedures include those
      that restrict any purchase or sale, or the causing of any purchase or sale,
      of
      any security as to which Broker has Material, Nonpublic Information, as well
      as
      those that prevent such individuals from becoming aware of or being in
      possession of Material, Nonpublic Information. 

         

    (f)     From
      the date hereof until the Termination Date, each of Kim and Dawin agrees not
      to
      enter into any hedging transaction with respect to any Warrants.  

         

    (g)     Each
      of the Company, Kim and Dawin agrees that, during the period from the
      Commencement Date to the date falling that number of days following the
      Termination Date equal to the “restricted period” applicable to the Company, it
      will not engage in any “distribution” with respect to which the Warrants are a
“covered security” (as such terms are defined in Regulation M) or any other
      activity that would prohibit the purchase of Warrants by Broker. 

         

    (h)     Each
      of the Company, Kim and Dawin represents and warrants that as of the time of
      execution of this Purchase Plan, it has not entered into any similar plan or
      agreement with respect to Warrants or any security or interest convertible
      into
      or exchangeable for Warrants. Each of the Company, Kim and Dawin agrees that
      without the prior written consent of Broker, it shall not, during the Plan
      Period, directly or indirectly (including, without limitation, by means of
      a
      cash-settled or other derivative instrument) purchase, offer to purchase, place
      any bid or limit order that would effect a purchase of, any Warrants (or an
      equivalent interest, including a unit of beneficial interest in a trust or
      limited partnership or a depository share), or any security convertible into
      or
      exchangeable for Warrants. 

         

    (i)     Each
      of the Company, Kim and Dawin agrees to inform Broker (i) of any purchases
      made during the Plan Period by an “affiliated purchaser” as defined in
      Rule 10b-18 promptly upon becoming aware of such purchases and (ii) if
      any “affiliated purchaser” intends to make any such purchases, promptly upon
      being informed of such intention. 

    
       

      
        
        

      

      
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    (j)     Broker
      is aware of potential consequences in the event of a Shortfall in the Account
      or
      the failure to settle Warrant purchase requests from the Company’s Warrant
      holders, and covenants to take any steps necessary to correct a Shortfall in
      the
      Account and to ensure settlement of Warrant purchase requests.

    


    (k)     Each
      of Broker, Kim and Dawin represents and warrants that it is aware that all
      the
      funds in the Account are held in the name of Dawin. 

    


    (l)     Each
      of Kim and Dawin represents and warrants that Dawin has the requisite authority
      to deliver the cash amounts and Certificates of Deposit to the Account for
      use
      as set forth in this Purchase Plan. 

    


    (m)     Each
      of Kim and Dawin covenants that it shall make no claim to recover any amount
      in
      the Account prior to the Termination Date of this Purchase Plan, and Dawin
      represents and warrants that its shareholders and creditors do not and will
      not
      have any claims to recover any amount in the Account prior to the Termination
      Date.

    


    7.     Compliance
      with the Securities Laws 

           

    (a)     It
      is the intent of the parties that this Purchase Plan comply with the
      requirements of Rule 10b5-1(c)(1)(i)(B), and the parties agree that this
      Purchase Plan shall be interpreted to comply with the requirements of
      Rule 10b5-1(c). 

         

    (b)     Broker
      agrees that the purchases of Warrants under this Purchase Plan shall comply
      with
      all applicable U.S. federal securities laws. 

    


    8.     Indemnification 

          

    (a)     Purchaser
      agrees to indemnify and hold harmless Broker (and its directors, officers,
      employees and affiliates) from and against all claims, liabilities, losses,
      damages and expenses (including reasonable attorney’s fees and costs) arising
      out of or attributable to (i) any material breach by the Company or
      Purchaser of this Purchase Plan (including the Company’s and Purchaser’s
      representations and warranties), and (ii) any violation by the Company or
      Purchaser of applicable laws or regulations with respect to the transactions
      contemplated by this Purchase Plan. This indemnification will survive the
      termination of this Purchase Plan. Purchaser will have no indemnification
      obligations hereunder in the case of gross negligence or willful misconduct of
      Broker or any other indemnified person or if Broker fails to comply with Section
      7(b) hereof (unless such failure arises out of or is attributable to a breach
      by
      the Company or Purchaser of its representations, warranties or obligations
      hereunder), as determined by a final, non-appealable judgment of a court of
      competent jurisdiction. 

         

    (b)     Notwithstanding
      any other provision herein, no party hereto will be liable to the other for
      (i) special, indirect, punitive, exemplary, or consequential damages, or
      incidental losses or damages of any kind, including but not limited to lost
      profits, lost savings, loss of use of facility or equipment, regardless of
      whether arising from breach of contract, warranty, tort, strict liability or
      otherwise, and even if advised of the possibility of such losses or damages
      or
      if such losses or damages could have been reasonably foreseen, or (ii) any
      failure to perform or for any delay in performance that results from a cause
      or
      circumstance that is beyond its reasonable control, including but not limited
      to
      failure of electronic or mechanical equipment, strikes, failure of common
      carrier or utility systems, severe weather, market disruptions or other causes
      commonly known as “acts of God”. 

         

    (c)     The
      Company and Purchaser acknowledge and agree that Broker has not provided the
      Company or Purchaser with any tax, accounting or legal advice with respect
      to
      this Purchase Plan, including whether Purchaser would be entitled to any of
      the
      affirmative defenses under Rule 10b5-1. 

    
       

      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    9.     General 

         

    (a)     This
      Purchase Plan (including any Appendices, Annexes or Exhibits) constitutes the
      entire agreement between the parties hereto with respect to the subject matter
      hereof, and supersedes any previous or contemporaneous agreements,
      understandings, proposals or promises with respect thereto, whether written
      or
      oral. 

         

    (b)     Governing
      Law.
      This
      Purchase Plan 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 Purchase Plan 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
      parties hereto hereby irrevocably and unconditionally waive 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
      Purchase Plan. Kim, Dawin and the Company each hereby appoints, without
      power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., 666
      Third Avenue, New York, New York 10017 Attn: Kenneth R. Koch, Esq. as his or
      its
      agent to accept and acknowledge on his or 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 Purchase Plan. 

         

    (c)     This
      Purchase Plan and each party’s rights and obligations hereunder may not be
      assigned or delegated without the written permission of the other party and
      shall inure to the benefit of each party’s successors and permitted assigns,
      whether by merger, consolidation or otherwise. 

         

    (d)     This
      Purchase Plan may be executed in two or more counterparts and by facsimile
      signature. 

    


    


    [Remainder
      of page intentionally left blank. Signature page to follow.]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have signed this Purchase Plan as of the date first written
      above.

             

      DAEWOO
      SECURITIES CO., LTD.

       

      By:_______________________________      

        

    Name:
      Kim,
      Sung-Tae___________     

        

    Title:
      President and Chief Executive Officer       

        

     

      KOREA
      MILESTONE ACQUISITION CORPORATION 

     

      By:_______________________________      

        

    Name:_________________________    

        

    Title:__________________________  

     

     

           
      PURCHASER:

     

     

      DAWIN
      TECHNOLOGY, INC.

       

      By:_______________________________      

        

    Name: ___________                                          

        

    Title:
       ___________                                           

    


    


    


    _______________________________ 

    Sang-Chul
      Kim


    
      
        
        

      

      
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    APPENDIX
      A 

    


    Daily
      Time-Sequenced Schedule Obligations 

     

    
      	
               

            	
               

            	
               

            
	
              Obligor

            	
               

            	
              Obligation

            
	
              Broker
                

            	
               

            	
              Broker
                is to make, keep and produce promptly upon request a daily time-sequenced
                schedule of all Warrant purchases made under this Purchase Plan,
                on a
                transaction-by-transaction basis, including:

            
	
               
                

            	
               

            	
              •
                size, time of execution, price of purchase; and

            
	
               
                

            	
               

            	
              •
                the exchange, quotation system, or other facility through which the
                Warrant purchase occurred.

            


    

    


    All
      Warrant amounts and limit prices listed herein shall be increased or decreased
      to reflect stock

    splits
      should they occur. 

    


    



    
      
        
        

      

      
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    APPENDIX
      B 

    


    
      	Certificate of Deposit No.	Amount (Korean Won)
	 	 
	1022-100-XXXXXX	2,000,000,000 
	1022-900-XXXXXX	2,000,000,000
	 	 
	Money Trust Account No.	Amount (Korean Won)
	 	 
	257-026858-XX-XXX	3,000,000,000


    

             

    
       

      
        
          
          

        

        
          9