Unassociated Document


    

      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 an initial public offering (“Public
        Offering”)
        and,
        in connection therewith, has determined to issue and deliver: (i) up to
        5,375,000 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 issuable pursuant to the Unit Purchase Option issued 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) 3,846,154 (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. 333-153155, 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 (unless the Representative determines that an earlier date is
        acceptable) (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”).
        

       


      
        
          
          

        

        
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      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.


       

      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
        Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
        Holder thereof, subject to the provisions of (a) such Public Warrant, Private
        Warrant or Representative’s 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
        ___________ 2009, 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. 

       


      
        
          
          

        

        
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      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: 

       

      (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 Public Warrants to exercise
        such Public Warrants on a “cashless basis,” by surrendering the Public Warrants
        for that number of Ordinary Shares equal to the quotient obtained by dividing
        (x) the product of the number of Ordinary Shares underlying the Public 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 Ordinary Shares 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 Private Warrants to exercise such Private 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 Private Warrants are held by
        Sang-Chul Kim or his permitted transferees, by surrendering such Private
        Warrants for that number of Ordinary Shares equal to the quotient obtained
        by
        dividing (x) the product of the number of Ordinary Shares underlying the
        Private
        Warrants, multiplied by the difference between the exercise price of the
        Private
        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 Ordinary Shares 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. 

       


      
        
          
          

        

        
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      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. In no event
        will
        the Company be required to net cash settle the warrant exercise. Warrants
        may
        not be exercised by, or securities issued to, any Registered Holder in any
        state
        in which such exercise would be unlawful. 

       


      
        
          
          

        

        
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      (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. 

       

      (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. 

       


      
        
          
          

        

        
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      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.
        

       

      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. 

       


      
        
          
          

        

        
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      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. 

       

      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. 

       


      
        
          
          

        

        
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      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. 

       

      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
        Ordinary Shares 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. 

       


      
        
          
          

        

        
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      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 Shareholder.
        A
        Warrant does not entitle the Registered Holder thereof to any of the rights
        of a
        shareholder 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 shareholders in respect of the meetings of
        shareholders 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. 

       

      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. 

       


      
        
          
          

        

        
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      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. 

       

      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. 

       


      
        
          
          

        

        
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      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. 

       


      
        
          
          

        

        
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      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 Rapp

      


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

      


      Ellenoff
        Grossman & Schole LLP

      150
        E.
        42nd
        Street

      New
        York,
        NY 10017

      Attn:
        Douglass S. Ellenoff, Esq.


      
        
          
          

        

        
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      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.


       


      
        
          
          

        

        
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      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. 

       

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

       

      
        
          
          

        

        
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      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

              
	 	 


      

       

       


      
        
          
          

        

        
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      EXHIBIT
        A

      


      Form
        of Warrant