Unassociated Document


    


    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
      375,000 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 3,846,154 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 3,846,154 Purchaser Warrants, and (b) an aggregate Purchase Price
      of
      US$5,000,000 (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.

    


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      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:

               

               

              ____________________________________

              Sang-Chul
                Kim