Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      entered into as of [___],
      2008,
      by and among Korea Milestone Acquisition Corporation, a Cayman Islands
      corporation (the “Company”)
      and
      Sang-Chul Kim (“SC
      Kim”),
      Yong
      Hyun Kang (“Kang”),
      Jhong
      Wong Kim (“JW
      Kim”),
      Soo-Hyung Lee (“Lee”),
      and
      Moon Youl Ban (“Ban”)
      (each,
      an “Investor”
and
      collectively, the “Investors”).

     

    WHEREAS,
      SC Kim, Kang, JW Kim, Lee and Ban currently hold all 2,687,500 of the issued
      and
      outstanding Ordinary Shares of the Company (the “Sponsor
      Shares”), 187,500
      of which are subject to forfeiture on a pro rata basis if and to the extent
      the
      Underwriters’ over-allotment option is not fully exercised; 

     

    WHEREAS,
      immediately prior to the pricing of the Company’s initial public offering, the
      Company will issue, pursuant to a binding agreement with SC Kim, an aggregate
      of
      3,846,154 warrants (the “Sponsor
      Warrants”),
      each
      exercisable to purchase one Ordinary Share of the Company (the “Sponsor
      Warrant Shares”);
      

    


    WHEREAS,
      Sang-Chul Kim (or
      his
      affiliate) has agreed to place “good till cancel” limit orders for up to
      5,00,000 (or up to $11,500,000) of the Company’s issued and outstanding warrants
      (the “Aftermarket
      Warrants”)
      during
      the Aftermarket Period (defined below);

    


    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the Registration of (i) the Sponsor
      Shares, (ii) the Sponsor Warrants, (iii) the Sponsor Warrant Shares and (iv)
      the
      Aftermarket Warrants.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1.
      DEFINITIONS.
      The
      following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    
      “Aftermarket
        Period”
means,
        in relation to the Aftermarket Warrants, the period commencing on the earlier
        of
        (i) ten (10) months from the effective date of the prospectus related to
        the
        Company’s initial public offering 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”)
        and
        ending sixty (60) calendar days following the Commencement
        Date. 

    

     

    “Aftermarket
      Warrants”
is
      defined in the recitals to this Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Demand
      Registration”
is
      defined in Section 2.1.1.

     

    “Demanding
      Holder”
is
      defined in Section 2.1.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Escrow
      Agreement”
means
      that certain Escrow Agreement, dated as of [__],
      2008,
      by and among the parties hereto and Continental Stock Transfer & Trust
      Company.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “Form
      F-3”
is
      defined in Section 2.3.

     

    “Indemnified
      Party”
is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
is
      defined in Section 4.3.

     

    “Investor”
is
      defined in the preamble to this Agreement.

     

    “Investor
      Indemnified Party”
is
      defined in Section 4.1.

     

    “Maximum
      Threshold”
is
      defined in Section 2.1.4.

     

    “Notices”
is
      defined in Section 6.3.

     

    “Ordinary
      Shares”
means
      the ordinary shares, par value $0.0001 per share, of the Company.

     

    “Piggy-Back
      Registration”
is
      defined in Section 2.2.1.

     

    “Register,”
      “Registered”
      and
“Registration”
mean
      a
      registration effected by preparing and filing a registration statement or
      similar document in compliance with the requirements of the Securities Act,
      and
      the applicable rules and regulations promulgated thereunder, and such
      registration statement becoming effective.

     

    “Registrable
      Securities”
mean
      all of (i) the Sponsor Shares, (ii) the Sponsor Warrants, (iii) the Sponsor
      Warrant Shares, and (iv) the Aftermarket Warrants, and any securities of the
      Company issued as a dividend or other distribution with respect to or in
      exchange for or in replacement of such Registrable Securities. As to any
      particular Registrable Securities, such securities shall cease to be Registrable
      Securities when: (a) a Registration Statement with respect to the sale of such
      securities shall have become effective under the Securities Act and such
      securities shall have been sold, transferred, disposed of or exchanged in
      accordance with such Registration Statement; (b) such securities shall have
      been
      otherwise transferred, new certificates for them not bearing a legend
      restricting further transfer shall have been delivered by the Company and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act; (c) such securities shall have ceased to be outstanding, or
      (d)
      the Registrable Securities are saleable under Rule 144.

     

    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Registrable Securities (other than a registration
      statement on Form F-4 or Form S-8, or their successors, or any registration
      statement covering only securities proposed to be issued in exchange for
      securities or assets of another entity).

     

    “Release
      Date”
means
      the respective dates on which the Sponsor Shares and the Sponsor Warrants are
      disbursed from escrow pursuant to Section 3 of the Escrow Agreement.


     

    
      
        
        

      

      
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    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Sponsor
      Shares”
is
      defined in the recitals to this Agreement.

     

    “Sponsor
      Warrants”
is
      defined in the recitals to this Agreement.

     

    “Sponsor
      Warrant Shares”
is
      defined in the recitals to this Agreement.

     

    “Warrant
      Agreement”
means
      that certain Warrant Agreement, dated as of [•],
      2008,
      by and between the Company and Continental Stock Transfer & Trust
      Company.

     

    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    2.
      REGISTRATION RIGHTS.

     

    2.1.
      Demand Registration.

     

    2.1.1.
      Request for Registration.
      At any
      time and from time to time on or after the applicable Release Date, the holders
      of a majority-in-interest of such Registrable Securities, on an as-converted
      Ordinary Shares basis, as have been released from escrow pursuant to the Escrow
      Agreement and held by an Investor or its permitted transferees may make a
      written demand for Registration under the Securities Act of all or part of
      their
      Registrable Securities (a “Demand
      Registration”). Any
      demand for a Demand Registration shall specify the number and type of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all holders of Registrable
      Securities of the demand, and each holder of Registrable Securities who wishes
      to include all or a portion of such holder’s Registrable Securities in the
      Demand Registration (each such holder including shares of Registrable Securities
      in such Registration, a “Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company. Upon receipt by the Company of any such notice,
      the Demanding Holders shall be entitled to have their Registrable Securities
      included in the Demand Registration, subject to Section 2.1.4 and the provisos
      set forth in Section 3.1.1. The Company shall not be obligated to effect more
      than an aggregate of three (3) Demand Registrations under this Section 2.1.1
      in
      respect of all Registrable Securities.

     

    2.1.2.
      Effective Registration.
      A
      Registration will not count as a Demand Registration until the Registration
      Statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided,
      however,
      that
      if, after such Registration Statement has been declared effective, the offering
      of Registrable Securities pursuant to a Demand Registration is interfered with
      by any stop order or injunction of the Commission or any other governmental
      agency or court, the Registration Statement with respect to such Demand
      Registration will be deemed not to have been declared effective, unless and
      until (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
      elect to continue the offering; provided,
      further,
      that
      the Company shall not be obligated to file an additional Registration Statement
      until a Registration Statement that has been filed is counted as a Demand
      Registration or is terminated.

     

    2.1.3.
      Underwritten Offering.
      If a
      majority-in-interest of the Demanding Holders so elect and such holders so
      advise the Company as part of their written demand for a Demand Registration,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of an underwritten offering. In such event, the right
      of
      any holder to include its Registrable Securities in such Registration shall
      be
      conditioned upon such holder’s participation in such underwriting and the
      inclusion of such holder’s Registrable Securities in the underwriting to the
      extent provided herein. All Demanding Holders proposing to distribute their
      securities through such underwriting shall enter into an underwriting agreement
      in customary form with the Underwriter or Underwriters (or the representatives
      thereof) selected for such underwriting by a majority-in-interest of the holders
      initiating the Demand Registration.

     

    
      
        
        

      

      
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    2.1.4.
      Reduction of Offering.
      If the
      managing Underwriter or Underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities that the
      Demanding Holders desire to sell, taken together with all other Ordinary Shares
      or other securities that the Company desires in any material respect to sell
      and
      the Ordinary Shares, if any, as to which Registration has been requested
      pursuant to written contractual piggy-back registration rights held by other
      shareholders of the Company who desire to sell, exceeds the maximum dollar
      amount or maximum number of shares that can be sold in such offering without
      adversely affecting the proposed offering price, the timing, the distribution
      method, or the probability of success of such offering (such maximum dollar
      amount or maximum number of securities, as applicable, the “Maximum
      Threshold”),
      then
      the Company shall include in such Registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders (pro rata in accordance with the number of shares (including Sponsor
      Shares and Sponsor Warrants, on an as-converted to Ordinary Shares basis) that
      each such person has requested be included in such Registration, regardless
      of
      the number of shares held by each such person (such proportion is referred
      to
      herein as “Pro
      Rata”))
      that
      can be sold without exceeding the Maximum Threshold; (ii) second, to the extent
      that the Maximum Threshold has not been reached under the foregoing clause
      (i),
      the Ordinary Shares or other securities that the Company desires to sell that
      can be sold without exceeding the Maximum Threshold; (iii) third, to the extent
      that the Maximum Threshold has not been reached under the foregoing clauses
      (i)
      and (ii) collectively, the Ordinary Shares or other securities for the account
      of other persons that the Company is obligated to register pursuant to written
      contractual arrangements with such persons and that can be sold without
      exceeding the Maximum Threshold.

     

    2.1.5.
      Withdrawal.
      If a
      majority-in-interest of the Demanding Holders, on an as-converted to Ordinary
      Shares basis, disapprove of the terms of any underwriting or are not entitled
      to
      include all of their Registrable Securities in any offering, such
      majority-in-interest of the Demanding Holders may elect to withdraw from such
      offering by giving written notice to the Company and the Underwriter or
      Underwriters of their request to withdraw prior to the effectiveness of the
      Registration Statement filed with the Commission with respect to such Demand
      Registration. If the majority-in-interest of the Demanding Holders, on an
      as-converted to Ordinary Shares basis, withdraws from a proposed offering
      relating to a Demand Registration, then such Registration shall not count as
      a
      Demand Registration provided for in Section 2.1.

     

    2.2
      Piggy-Back Registration.

     

    2.2.1.
      Piggy-Back Rights.
      If at
      any time on or after the Release Date, as applicable, the Company proposes
      to
      file a Registration Statement under the Securities Act with respect to an
      offering of equity securities, or securities or other obligations exercisable
      or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for shareholders of the Company for their account (or by the
      Company and by shareholders of the Company including, without limitation,
      pursuant to Section 2.1), other than a Registration Statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for an
      exchange offer or offering of securities solely to the Company’s existing
      shareholders or debt holders, (iii) for an offering of debt that is convertible
      into equity securities of the Company, (iv) for a dividend reinvestment plan,
      or
      (v) for the acquisition or purchase by or combination by merger or otherwise
      of
      the Company of, with or into another company or business entity or partnership,
      then the Company shall (x) give written notice of such proposed filing to the
      holders of Registrable Securities at least ten (10) days before the anticipated
      date on which the preliminary prospectus will be printed, which notice shall
      describe the amount and type of securities to be included in such offering,
      the
      intended method(s) of distribution, and the name of the proposed managing
      Underwriter or Underwriters, if any, of the offering, and (y) offer to the
      holders of Registrable Securities in such notice the opportunity to register
      the
      sale of such number and type of Registrable Securities as have been released
      from escrow under the Escrow Agreement and requested by such holders in writing
      within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      Registration and shall use its reasonable best efforts to cause the managing
      Underwriter or Underwriters of a proposed underwritten offering to permit the
      Registrable Securities requested to be included in a Piggy-Back Registration
      on
      the same terms and conditions as any similar securities of the Company and
      to
      permit the sale or other disposition of such Registrable Securities in
      accordance with the intended method(s) of distribution thereof. All holders
      of
      Registrable Securities proposing to distribute their securities through a
      Piggy-Back Registration that involves an Underwriter or Underwriters shall
      enter
      into an underwriting agreement in customary form with the Underwriter or
      Underwriters (or the representatives thereof) selected for such Piggy-Back
      Registration.

     

    
      
        
        

      

      
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    2.2.2.
      Reduction of Offering.
      If the
      managing Underwriter or Underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number or amount of securities
      that the Company desires to sell, taken together with Ordinary Shares or other
      securities, if any, as to which Registration has been demanded pursuant to
      written contractual arrangements with persons other than the holders of
      Registrable Securities hereunder, the Registrable Securities as to which
      Registration has been requested under this Section 2.2, and the securities,
      if
      any, as to which Registration has been requested pursuant to the written
      contractual piggy-back registration rights of other shareholders of the Company,
      exceeds the Maximum Threshold, then the Company shall include in any such
      Registration:

     

    i)
      If the
      Registration is undertaken for the Company’s account: (a) first, the Ordinary
      Shares or other securities that the Company desires to sell that can be sold
      without exceeding the Maximum Threshold; (b) second, to the extent that the
      Maximum Threshold has not been reached under the foregoing clause (a), the
      Ordinary Shares or other securities, if any, comprised of Registrable
      Securities, as to which Registration has been requested pursuant to the
      applicable written contractual piggy-back registration rights of such security
      holders, Pro Rata, that can be sold without exceeding the Maximum Threshold;
      and
      (c) third, to the extent that the Maximum Threshold has not been reached under
      the foregoing clauses (a) and (b), the Ordinary Shares or other securities
      for
      the account of other persons that the Company is obligated to register pursuant
      to written contractual piggy-back registration rights with such persons and
      that
      can be sold without exceeding the Maximum Threshold; 

     

    ii)
      If
      the Registration is a “demand” Registration undertaken at the demand of persons
      other than the holders of Registrable Securities, (a) first, the Ordinary Shares
      or other securities for the account of the demanding persons that can be sold
      without exceeding the Maximum Threshold; (b) second, to the extent that the
      Maximum Threshold has not been reached under the foregoing clause (a), the
      Ordinary Shares or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Threshold; (c) third, to the extent that
      the
      Maximum Threshold has not been reached under the foregoing clauses (a) and
      (b),
      collectively the Ordinary Shares or other securities comprised (on an
      as-converted to Ordinary Shares basis) of Registrable Securities, Pro Rata,
      as
      to which Registration has been requested pursuant to the terms hereof, that
      can
      be sold without exceeding the Maximum Threshold; and (d) fourth, to the extent
      that the Maximum Threshold has not been reached under the foregoing clauses
      (a),
      (b) and (c), the Ordinary Shares or other securities (on an as-converted to
      Ordinary Shares basis) for the account of other persons that the Company is
      obligated to register pursuant to written contractual arrangements with such
      persons, that can be sold without exceeding the Maximum Threshold.

     

    
      
        
        

      

      
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    2.2.3.
      Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the Registration Statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided in Section 3.3.

     

    2.3.
      Registrations on Form F-3.
      The
      holders of Registrable Securities that have been released from escrow under
      the
      Escrow Agreement may at any time after the date the Company consummates a
      business combination, request in writing that the Company register the resale
      of
      any or all of such Registrable Securities on Form F-3 or any similar short-form
      Registration that may be available at such time (“Form
      F-3”);
      provided,
      however,
      that
      the Company shall not be obligated to effect such request through an
      underwritten offering (other than pursuant to Section 2.1). Upon receipt of
      such
      written request, the Company will promptly give written notice of the proposed
      Registration to all other holders of Registrable Securities, and, as soon as
      practicable thereafter, effect the Registration of all or such portion of such
      holder’s or holders’ Registrable Securities as are specified in such request,
      together with all or such portion of the Registrable Securities or other
      securities of the Company, if any, of any other holder or holders joining in
      such request as are specified in a written request given within fifteen (15)
      days after receipt of such written notice from the Company; provided further,
      that
      the Company shall not be obligated to effect any such Registration pursuant
      to
      this Section 2.3 (i) if Form F-3 is not available for such offering; or (ii)
      if
      the holders of the Registrable Securities, together with the holders of any
      other securities of the Company entitled to inclusion in such Registration,
      propose to sell Registrable Securities and such other securities (if any) at
      any
      aggregate price to the public of less than $500,000. Registrations effected
      pursuant to this Section 2.3 shall not be counted as Demand Registrations
      effected pursuant to Section 2.1.

     

    3.
      REGISTRATION PROCEDURES.

     

    3.1.
      Filings; Information.
      Whenever the Company is required to effect the Registration of any Registrable
      Securities pursuant to Section 2, the Company shall use its best efforts to
      effect the Registration and sale of such Registrable Securities in accordance
      with the intended method(s) of distribution thereof as expeditiously as
      practicable, and in connection with any such request:

     

    3.1.1.
      Filing Registration Statement.
      The
      Company shall, within ninety (90) days after receipt of a request for a Demand
      Registration pursuant to Section 2.1, prepare and file with the Commission
      a
      Registration Statement on any form for which the Company then qualifies or
      which
      counsel for the Company shall deem appropriate and which form shall be available
      for the sale of all Registrable Securities to be registered thereunder in
      accordance with the intended method(s) of distribution thereof, and shall use
      its best efforts to cause such Registration Statement to become effective and
      use its best efforts to keep it effective for the period required by Section
      3.1.3; provided,
      however,
      that
      the Company shall have the right to defer any Demand Registration for up to
      thirty (30) days, and any Piggy-Back Registration for such period as may be
      applicable to deferment of any demand Registration to which such Piggy-Back
      Registration relates, in each case if the Company shall furnish to the holders
      a
      certificate signed by a Chief Executive Officer of the Company stating that,
      in
      the good faith judgment of the board of directors of the Company, it would
      be
      materially detrimental to the Company and its shareholders for such Registration
      Statement to be effected at such time; provided further,
      however,
      that
      the Company shall not have the right to exercise the right set forth in the
      immediately preceding proviso more than once in any 365-day period in respect
      of
      a Demand Registration hereunder.

     

    
      
        
        

      

      
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    3.1.2.
      Copies.
      The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Registrable Securities included in such Registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such Registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3.
      Amendments and Supplements.
      The
      Company shall prepare and file with the Commission such amendments, including
      post-effective amendments, and supplements to such Registration Statement and
      the prospectus used in connection therewith as may be necessary to keep such
      Registration Statement effective and in compliance with the provisions of the
      Securities Act until all Registrable Securities and other securities covered
      by
      such Registration Statement have been disposed of in accordance with the
      intended method(s) of distribution set forth in such Registration Statement
      (which period shall not exceed the sum of one hundred eighty (180) days plus
      any
      period during which any such disposition is interfered with by any stop order
      or
      injunction of the Commission or any governmental agency or court) or such
      securities have been withdrawn.

     

    3.1.4.
      Notification.
      After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) business days after such filing, notify the holders
      of
      Registrable Securities included in such Registration Statement of such filing,
      and shall further notify such holders promptly and confirm such advice in
      writing in all events within two (2) business days of the occurrence of any
      of
      the following: (i) when such Registration Statement becomes effective; (ii)
      when
      any post-effective amendment to such Registration Statement becomes effective;
      (iii) the issuance or threatened issuance by the Commission of any stop order
      (and the Company shall take all actions required to prevent the entry of such
      stop order or to remove it if entered); or (iv) any request by the Commission
      for any amendment or supplement to such Registration Statement or any prospectus
      relating thereto, or for additional information, or of the occurrence of an
      event requiring the preparation of a supplement or amendment to such prospectus
      so that, as thereafter delivered to the purchasers of the securities covered
      by
      such Registration Statement, such prospectus will not contain an untrue
      statement of a material fact or fail to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      promptly make available to the holders of Registrable Securities included in
      such Registration Statement any such supplement or amendment; except that before
      filing with the Commission a Registration Statement or prospectus or any
      amendment or supplement thereto, including documents incorporated by reference,
      the Company shall furnish to the holders of Registrable Securities included
      in
      such Registration Statement and to the legal counsel for any such holders,
      copies of all such documents proposed to be filed sufficiently in advance of
      filing to provide such holders and legal counsel with a reasonable opportunity
      to review such documents and comment thereon, and the Company shall not file
      any
      Registration Statement or prospectus or amendment or supplement thereto,
      including documents incorporated by reference, to which such holders or their
      legal counsel shall reasonably object.

     

    
      
        
        

      

      
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    3.1.5.
      State Securities Laws Compliance.
      The
      Company shall use its best efforts to (i) register or qualify the Registrable
      Securities covered by the Registration Statement under such securities or “blue
      sky” laws of such jurisdictions in the United States as the holders of
      Registrable Securities included in such Registration Statement (in light of
      their intended plan of distribution) may request, and (ii) take such action
      necessary to cause such Registrable Securities covered by the Registration
      Statement to be registered with or approved by such other Governmental
      Authorities as may be necessary by virtue of the business and operations of
      the
      Company and do any and all other acts and things that may be necessary or
      advisable to enable the holders of Registrable Securities included in such
      Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      paragraph or subject itself to taxation in any such jurisdiction.

     

    3.1.6
      Agreements for Disposition.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities. The representations, warranties and covenants of the
      Company in any underwriting agreement which are made to or for the benefit
      of
      any Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Registrable Securities included in such Registration
      Statement. No holder of Registrable Securities included in such Registration
      Statement shall be required to make any representations or warranties in the
      underwriting agreement except, if applicable, with respect to such holder’s
      organization, good standing, authority, title to Registrable Securities, lack
      of
      conflict of such sale with such holder’s material agreements and organizational
      documents, and with respect to written information relating to such holder
      that
      such holder has furnished in writing expressly for inclusion in such
      Registration Statement. Holders of Registrable Securities shall agree to such
      covenants and indemnification and contribution obligations for selling
      shareholders as are customarily contained in agreements of that type. Further,
      such holders shall cooperate fully in the preparation of the Registration
      Statement and other documents relating to any offering in which they include
      securities pursuant to Section 2 hereof. Each holder shall also furnish to
      the
      Company such information regarding itself, the Registrable Securities held
      by
      such holder and the intended method of disposition of such securities as shall
      be reasonably required to effect the registration of the Registrable
      Securities

     

    3.1.7.
      Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents
      (including road show materials), and participation in meetings with
      Underwriters, attorneys, accountants and potential investors.

     

    3.1.8.
      Records.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such Registration Statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3.1.9.
      Opinions and Comfort Letters.
      The
      Company shall furnish to each holder of Registrable Securities included in
      any
      Registration Statement a signed counterpart, addressed to such holder, of (i)
      any opinion of counsel to the Company delivered to any Underwriter, and (ii)
      any
      comfort letter from the Company’s independent public accountants delivered to
      any Underwriter. In the event no legal opinion is delivered to any Underwriter,
      the Company shall furnish to each holder of Registrable Securities included
      in
      such Registration Statement, at any time that such holder elects to use a
      prospectus, an opinion of counsel to the Company (which may be based solely
      on
      the oral advice of the Commission staff) to the effect that the Registration
      Statement containing such prospectus has been declared effective and that no
      stop order is in effect.

     

    3.1.10.
      Earnings Statement.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Securities Act, and make available to its shareholders, as soon as
      practicable, an earnings statement covering a period of twelve (12) months,
      beginning within three (3) months after the effective date of the Registration
      Statement, which earnings statement shall satisfy the provisions of Section
      11(a) of the Securities Act and Rule 158 thereunder.

     

    3.1.11.
      Listing.
      The
      Company shall use its best efforts to cause all Registrable Securities included
      in any Registration to be listed on such exchanges or otherwise designated
      for
      trading in the same manner as similar securities issued by the Company are
      then
      listed or designated or, if no such similar securities are then listed or
      designated, in a manner satisfactory to the holders of a majority of the
      Registrable Securities included in such Registration.

     

    3.2.
      Obligation to Suspend Distribution.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3.1.4(iv), or, in the case of a resale Registration on
      Form
      F-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
      to a written insider trading compliance program adopted by the Company’s board
      of directors, of the ability of all “insiders” covered by such program to
      transact in the Company’s securities because of the existence of material
      non-public information, each holder of Registrable Securities included in any
      Registration shall immediately discontinue disposition of such Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such holder receives the supplemented or amended prospectus
      contemplated by Section 3.1.4(iv) or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable,
      and, if so directed by the Company, each such holder will deliver to the Company
      all copies, other than permanent file copies then in such holder’s possession,
      of the most recent prospectus covering such Registrable Securities at the time
      of receipt of such notice.

     

    3.3.
      Registration Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with any Demand
      Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
      to
      Section 2.2, and any Registration on Form F-3 effected pursuant to Section
      2.3,
      and all expenses incurred in performing or complying with its other obligations
      under this Agreement, whether or not the Registration Statement becomes
      effective, including, without limitation: (i) all registration and filing fees;
      (ii) fees and expenses of compliance with securities or “blue sky” laws
      (including fees and disbursements of counsel in connection with blue sky
      qualifications of the Registrable Securities); (iii) printing expenses; (iv)
      the
      Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities as required by Section
      3.1.11; (vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees
      and
      disbursements of counsel for the Company and fees and expenses for independent
      certified public accountants retained by the Company (including the expenses
      or
      costs associated with the delivery of any opinions or comfort letters requested
      pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts
      retained by the Company in connection with such Registration and (ix) the fees
      and expenses of one legal counsel selected by the holders of a
      majority-in-interest (on an as-converted to Ordinary Shares basis) of the
      Registrable Securities included in such Registration. The Company shall have
      no
      obligation to pay any underwriting discounts or selling commissions attributable
      to the Registrable Securities being sold by the holders thereof, which
      underwriting discounts or selling commissions shall be borne by such holders.
      Additionally, in an underwritten offering, all selling shareholders and the
      Company shall bear the expenses of the underwriter pro rata in proportion to
      the
      respective amount of shares each is selling in such offering.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.4.
      Information.
      The
      holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the Registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and in
      connection with the Company’s obligation to comply with federal and applicable
      state securities laws and applicable rules and regulations of governing
      agencies.

     

    3.5. Holder
      Obligations.
      No
      holder of Registrable Securities may participate in any underwritten offering
      pursuant to this Section 3 unless such holder (i) agrees to sell only such
      holder’s Registrable Securities on the basis reasonably provided in any
      underwriting agreement, and (ii) completes, executes and delivers any and all
      questionnaires, powers of attorney, custody agreements, indemnities,
      underwriting agreements and other documents reasonably required by or under
      the
      terms of any underwriting agreement or as reasonably requested by the
      Company.

    


    4.
      INDEMNIFICATION AND CONTRIBUTION.

     

    4.1.
      Indemnification by the Company.
      The
      Company agrees to indemnify and hold harmless each of the Investors and each
      other holder of Registrable Securities, and each of their respective officers,
      employees, affiliates, directors, partners, members, attorneys and agents,
      and
      each person, if any, who controls an Investor and each other holder of
      Registrable Securities (within the meaning of Section 15 of the Securities
      Act
      or Section 20 of the Exchange Act) (each, an “Investor
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to such Registration Statement, or arising out of or based upon
      any
      omission (or alleged omission) to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder applicable to the Company and relating to action or
      inaction required of the Company in connection with any such Registration;
      and
      the Company shall promptly reimburse the Investor Indemnified Party for any
      legal and any other expenses reasonably incurred by such Investor Indemnified
      Party in connection with investigating and defending any such expense, loss,
      judgment, claim, damage, liability or action; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      expense, loss, claim, damage or liability arises out of or is based upon any
      untrue statement or allegedly untrue statement or omission or alleged omission
      made in such Registration Statement, preliminary prospectus, final prospectus,
      or summary prospectus, or any such amendment or supplement, in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein. The Company also shall indemnify
      any
      Underwriter of the Registrable Securities, their officers, affiliates,
      directors, partners, members and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1, as may be reasonably required by such
      Underwriter.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    4.2.
      Indemnification by Holders of Registrable Securities.
      Each
      selling holder of Registrable Securities will, in the event that any
      Registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers and each
      underwriter (if any), and each other selling holder and each other person,
      if
      any, who controls another selling holder or such underwriter within the meaning
      of the Securities Act, against any expenses, losses, claims, judgments, damages
      or liabilities, whether joint or several, insofar as such expenses, losses,
      claims, judgments, damages or liabilities (or actions in respect thereof) arise
      out of or are based upon any untrue statement or allegedly untrue statement
      of a
      material fact contained in any Registration Statement under which the sale
      of
      such Registrable Securities was registered under the Securities Act, any
      preliminary prospectus, final prospectus or summary prospectus contained in
      the
      Registration Statement, or any amendment or supplement to the Registration
      Statement, or arise out of or are based upon any omission or the alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statement therein not misleading, if the statement or omission was
      made
      in reliance upon and in conformity with information furnished in writing to
      the
      Company by such selling holder expressly for use therein, and shall reimburse
      the Company, its directors and officers, and each other selling holder or
      controlling person for any legal or other expenses reasonably incurred by any
      of
      them in connection with investigation or defending any such expense, loss,
      claim, damage, liability or action. Each selling holder’s indemnification
      obligations hereunder shall be several and not joint and shall be limited to
      the
      amount of any net proceeds actually received by such selling
      holder.

     

    4.3.
      Conduct of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however,
      that
      the failure by the Indemnified Party to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party from any liability that the Indemnifying Party
      may have to such Indemnified Party hereunder, except and solely to the extent
      the Indemnifying Party is actually prejudiced by such failure. If the
      Indemnified Party is seeking indemnification with respect to any claim or action
      brought against the Indemnified Party, then the Indemnifying Party shall be
      entitled to participate in such claim or action, and, to the extent that it
      wishes, jointly with all other Indemnifying Parties, to assume control of the
      defense thereof with counsel satisfactory to the Indemnified Party. After notice
      from the Indemnifying Party to the Indemnified Party of its election to assume
      control of the defense of such claim or action, the Indemnifying Party shall
      not
      be liable to the Indemnified Party for any legal or other expenses subsequently
      incurred by the Indemnified Party in connection with the defense thereof other
      than reasonable costs of investigation; provided,
      however,
      that in
      any action in which both the Indemnified Party and the Indemnifying Party are
      named as defendants, the Indemnified Party shall have the right to employ
      separate counsel (but no more than one such separate counsel) to represent
      the
      Indemnified Party and its controlling persons who may be subject to liability
      arising out of any claim in respect of which indemnity may be sought by the
      Indemnified Party against the Indemnifying Party, with the fees and expenses
      of
      such counsel to be paid by such Indemnifying Party if, based upon the written
      opinion of counsel of such Indemnified Party, representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, consent to entry of judgment or effect any
      settlement of any claim or pending or threatened proceeding in respect of which
      the Indemnified Party is or could have been a party and indemnity could have
      been sought hereunder by such Indemnified Party, unless such judgment or
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability arising out of such claim or proceeding.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    4.4.
      Contribution.

     

    4.4.1.
      If
      the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3
      is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    4.4.2.
      The parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro rata allocation or by any
      other method of allocation that does not take account of the equitable
      considerations referred to in the immediately preceding Section
      4.4.1.

     

    4.4.3.
      The amount paid or payable by an Indemnified Party as a result of any loss,
      claim, damage, liability or action referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set forth
      above, any legal or other expenses incurred by such Indemnified Party in
      connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this Section 4.4, no holder of Registrable
      Securities shall be required to contribute any amount in excess of the dollar
      amount of the net proceeds (after payment of any underwriting fees, discounts,
      commissions or taxes) actually received by such holder from the sale of
      Registrable Securities which gave rise to such contribution obligation. No
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any person
      who was not guilty of such fraudulent misrepresentation.

     

    5.
      UNDERWRITING AND DISTRIBUTION.

     

    5.1.
      Rule 144.
      The
      Company covenants that it shall file any reports required to be filed by it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without Registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such Rules
      may be amended from time to time, or any similar Rule or regulation hereafter
      adopted by the Commission.

     

    6.
      MISCELLANEOUS.

     

    6.1.
      Other Registration Rights.
      Except
      as set forth in the Warrant Agreement, the Company represents and warrants
      that
      no person, other than a holder of the Registrable Securities, has any right
      to
      require the Company to register any shares of the Company’s capital stock for
      sale or to include shares of the Company’s capital stock in any Registration
      filed by the Company for the sale of shares of capital stock for its own account
      or for the account of any other person.

     

    6.2.
      Waiver of Claims against Trust Account.
      Notwithstanding any other provision of this Agreement, each of the Investors
      confirms its understanding that the Company has established a Trust Account
      relating to the Units being sold in the Company’s initial public offering. Each
      Investor acknowledges that the Trust Account will exist for the benefit of
      the
      Company’s public shareholders and the monies from the Trust Account may only be
      disbursed upon the occurrence of certain events, as more fully described in
      the
      prospectus relating to the Units. Each Investor agrees that neither it nor
      any
      of its affiliates (with the exception of the Company, to the extent it is an
      affiliate) have or will have any right, title, interest or claim in or to the
      monies in the Trust Account, and each Investor hereby waives any and all right,
      title, interest of claim of any kind in or to any distribution of any property
      held in the Trust Account that it or its respective affiliates (with the
      exception of the Company, to the extent it is an affiliate) may have now or
      in
      the future and hereby agrees not to seek recourse, reimbursement, payment or
      satisfaction for any claim of any kind against the Trust Account in respect
      of
      the Company’s indemnification obligations set forth in this
      Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6.3.
      Assignment; Third Party Beneficiaries.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Registrable Securities
      hereunder may be, and shall be deemed to be, freely assigned or delegated by
      such holder of Registrable Securities in conjunction with and to the extent
      of
      any permitted transfer of Registrable Securities by any such holder. This
      Agreement and the provisions hereof shall be binding upon and shall inure to
      the
      benefit of each of the parties, to the Representative and its successors and
      the
      permitted assigns of each Investor or holder of Registrable Securities or of
      any
      respective assignee of the Investors or holder of Registrable Securities. This
      Agreement is not intended to confer any rights or benefits on any persons that
      are not party hereto other than as expressly set forth in Article 4 and this
      Section 6.3. Notwithstanding the foregoing, the Representative, on behalf of
      itself and the other Underwriters of the Company’s initial public offering,
      shall be deemed to be an intended third party beneficiary of this Agreement.
      

     

    6.4.
      Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable air courier service with charges prepaid, or transmitted by hand
      delivery, telex or facsimile, addressed as set forth below, or to such other
      address as such party shall have specified most recently by written notice.
      Notice shall be deemed given on the date of service or transmission if
      personally served or transmitted by telex or facsimile; provided, that if such
      service or transmission is not on a business day or is after normal business
      hours, then such notice shall be deemed given on the next business day. Notice
      otherwise sent as provided herein shall be deemed given on the next business
      day
      following timely delivery of such notice to a reputable air courier service
      with
      an order for next-day delivery.

     

    To
      the
      Company:

     

    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 to:

    


    Broadband
      Capital Management, LLC

    712
      Fifth
      Avenue, 49th Floor

    New
      York,
      NY 10019

    Fax
      No.:
      (212) 702-9830

    Attention:
      Corby Hocker

    To
      the
      Investors, to
      the
      address for such Investor on file with the Company at such time.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    and
      to:


    


    Mintz
      Levin Cohn Ferris Glovsky and Popeo, PC

    666
      Third
      Avenue 

    New
      York,
      New York 10174

    Attn: Kenneth
      R. Koch, Esq.

    


    and:

    


    Ellenoff
      Grossman & Schole LLP

    150
      East
      42nd Street, 11th floor

    New
      York,
      NY 10017

    Attn:
      Douglas S. Ellenoff, Esq.

    


    


    6.5.
      Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible that is
      valid and enforceable.

     

    6.6.
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    6.7.
      Entire Agreement.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.8.
      Modifications and Amendments.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party. Notwithstanding the
      foregoing, any and all parties must obtain the written consent of the
      Representative and a majority-in-interest of the Demanding Holders to amend
      or
      modify this Agreement.

     

    6.9.
      Titles and Headings.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement.

     

    6.10.
      Specific Performance.
      Each of
      the parties acknowledges and agrees that the other parties would be damaged
      irreparably in the event any of the provisions of this Agreement are not
      performed in accordance with their specific terms or otherwise are breached.
      Accordingly, each of the parties agrees that the other parties shall be entitled
      to an injunction or injunctions (without the necessity of posting a bond or
      other security) to prevent breaches of the provisions of this Agreement and
      to
      enforce specifically this Agreement and the terms and provisions hereof in
      any
      action instituted in any court of the United States or any state or other
      foreign court or governmental body having jurisdiction over the parties and
      the
      matter, in addition to any other remedy to which they may be entitled, at law
      or
      in equity.

     

    6.11.
      Waivers and Extensions.
      Any
      party to this Agreement may waive any right, breach or default which such party
      has the right to waive, provided that such waiver will not be effective against
      the waiving party unless it is in writing, is signed by such party, and
      specifically refers to this Agreement. Waivers may be made in advance or after
      the right waived has arisen or the breach or default waived has occurred. Any
      waiver may be conditional. No waiver of any breach of any agreement or provision
      herein contained shall be deemed a waiver of any preceding or succeeding breach
      thereof nor of any other agreement or provision herein contained. No waiver
      or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    6.12.
      Remedies Cumulative.
      In the
      event that the Company fails to observe or perform any covenant or agreement
      to
      be observed or performed under this Agreement, the Investors or any other holder
      of Registrable Securities may proceed to protect and enforce its rights by
      suit
      in equity or action at law, whether for specific performance of any term
      contained in this Agreement or for an injunction against the breach of any
      such
      term or in aid of the exercise of any power granted in this Agreement or to
      enforce any other legal or equitable right, or to take any one or more of such
      actions, without being required to post a bond. None of the rights, powers
      or
      remedies conferred under this Agreement shall be mutually exclusive, and each
      such right, power or remedy shall be cumulative and in addition to any other
      right, power or remedy, whether conferred by this Agreement or now or hereafter
      available at law, in equity, by statute or otherwise.

     

    6.13.
      Governing Law.
      This
      Agreement 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 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
      parties
      hereto
      hereby
      waive any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient
      forum. The
      Company hereby appoints, without power of revocation, Mintz, Levin, Cohn,
      Ferris, Glovsky & Popeo, P.C.,
      at the
      address set forth in Section 6.4 hereto, as its agent to accept and acknowledge
      on 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 letter
      agreement.

     

    6.14.
      Waiver of Trial by Jury.
      Each
      party hereby irrevocably and unconditionally waives 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
      Agreement, the transactions contemplated hereby, or the actions of the Investors
      in the negotiation, administration, performance or enforcement
      hereof.

     

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

     

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

    


    
      	 	
              KOREA
                MILESTONE ACQUISITION CORPORATION 

            
	 	 
	 	 
	 	
              _______________________________________________  

            
	 	
              By:
                Sang-Chul Kim, Chairman and Chief Executive Officer

            
	 	 
	 	
              INVESTORS:

            
	 	 
	 	 
	 	 
	 	
              _______________________________________________ 

            
	 	
              Sang-Chul
                Kim

            
	 	 
	 	 
	 	
              _______________________________________________

            
	 	
              Yong
                Hyun Kang

            
	 	 
	 	 
	 	
              _______________________________________________

            
	 	
              Jhong
                Wong Kim

            
	 	 
	 	 
	 	
              _______________________________________________

            
	 	
              Soo
                Hyung Lee

            
	 	 
	 	 
	 	
              _______________________________________________

            
	 	
              Moon
                Youl Ban

            
	 	 
	 	 
	 	 


    

    


    


    [Signature
      Page to Registration Rights Agreement]

     

     

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