5,000,000 Units KOREA MILESTONE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks • New York
Korea Milestone Acquisition Corporation, a Cayman Islands corporation (“Company”), hereby confirms its agreement with Broadband Capital Management LLC (“Broadband” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Broadband is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • September 17th, 2008 • Korea Milestone Acquisition CORP • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) ___________________, 2009 AND (II) THE CONSUMMATION BY KOREA MILESTONE ACQUISITION CORPORATION (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, STOCK PURCHASE, ASSET ACQUISITION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON ______________, 2013.
Korea Milestone Acquisition Corporation SoftForum Building, 8th Floor Gangnam, Seoul, Korea, 135-170 Broadband Capital Management New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Korea Milestone Acquisition Corporation, a Cayman Islands company (the “Company”), and Broadband Capital Management LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of the Company’s units (the “Units”), each Unit comprised of two ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 13 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks • New York
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks • New York
This Agreement is made as of [____], 2008 by and between Korea Milestone Acquisition Corporation (the “Company”) whose principal office is located at 545-7 Dogokdong, Gangnam, Seoul, Korea 135-170, and Continental Stock Transfer & Trust Company (the “Trustee”), 17 Battery Place, New York, New York 10004.
WARRANT AGREEMENTWarrant Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks • New York
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”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks
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”).
ESCROW AGREEMENTEscrow Agreement • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks • New York
ESCROW AGREEMENT, dated as of November __, 2008 (“Agreement”), by and among KOREA MILESTONE ACQUISITION CORPORATION, a Cayman Islands company (the “Company”), SANG-CHUL KIM (“Sang-Chul Kim”), MOON YOUL BAN, JHONG WON KIM, SOO HYUNG LEE, and YONG HYUN KANG (collectively, the “Existing Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
Rule 10b5-1 Stock Purchase PlanRule 10b5-1 Stock Purchase Plan • September 25th, 2008 • Korea Milestone Acquisition CORP • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ___________, 2008 by and between Daewoo Securities Co., Ltd. (the “Broker”), Korea Milestone Acquisition Corporation, a Cayman Islands company (the “Company”) and Sang-Chul Kim (the “Purchaser”).
Korea Milestone Acquisition CorporationOffice Space and Administrative Services Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP
Broadband Capital Management LLCRule 10b5-1 Plan • September 25th, 2008 • Korea Milestone Acquisition CORP • Blank checks
Korea Milestone Acquisition Corporation SoftForum Building, 8th Floor Gangnam, Seoul, Korea, 135-170 Broadband Capital Management New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Korea Milestone Acquisition Corporation, a Cayman Islands company (the “Company”), and Broadband Capital Management LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 13 hereof.
Broadband Capital Management LLCWarrant Purchase Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP
Broadband Capital Management LLCWarrant Purchase Agreement • September 17th, 2008 • Korea Milestone Acquisition CORP • Blank checks
WARRANT CUSIP XXXXXX XXXWarrant Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP
THIS CERTIFIES THAT, for value received ____________________ is the registered holder of a Warrant or Warrants expiring ______________, 2012 (the “Warrant”) to purchase one fully paid and non-assessable ordinary share, par value $.0001 per share (“Shares”), of Korea Milestone Acquisition Corporation, a Cayman Islands company (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2009, such number of Shares of the Company at the price of $6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continent
Rule 10b5-1 Stock Purchase PlanRule 10b5-1 Stock Purchase Plan • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks • New York
Broadband Capital Management LLCRule 10b5-1 Plan • November 13th, 2008 • Korea Milestone Acquisition CORP • Blank checks
