Broadband Capital Management LLC
__________________,
2008
Broadband
Capital Management LLC
000
Xxxxx
Xxxxxx, 49th Floor
New
York,
NY 10019
Re:
Korea
Milestone Acquisition Corporation
Gentlemen:
This
letter will confirm the agreement of the undersigned to enter into a Rule
10b5-1 Plan to purchase warrants (“Warrants”) of Korea Milestone Acquisition
Corporation (“Company”) included in the units (“Units”) being sold in the
Company’s initial public offering (“IPO”) upon the terms and conditions set
forth herein. Each Unit is comprised of two shares of common stock of the
Company (“Common Stock”) and one Warrant. The shares of Common Stock and
Warrants will not be separately tradable until the 90th
day
after the date of the prospectus relating to the Company’s IPO, unless Broadband
Capital Management LLC (“Broadband”) informs the Company of its decision to
allow earlier separate trading.
The
undersigned agrees that this letter agreement (which may be evidenced by
original or facsimile counterpart signatures hereto) constitutes an irrevocable
order for Daewoo Securities Co., Ltd. (the “Broker”) to purchase for the
undersigned’s account during the period commencing on the later of (i) the date
separate trading of the Warrants commences (“Separation Date”) and (ii) 60
calendar days after termination of the “restricted period” in connection with
the Company’s IPO under Regulation M under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and ending on the date that is the earlier of
(a) 15 months after the consummation of the IPO or (b) the consummation of
the
Company's initial business combination (such period is hereinafter referred
to as the “Purchase Period”) up to 5,000,000 Warrants (and, up to an additional
375,000 Warrants in the event and to the extent that Broadband, as
representative of the underwriters of the IPO, exercises its over-allotment
option) (“Maximum Warrant Purchase”). The undersigned further agrees that this
letter agreement constitutes an irrevocable “good till cancel” limit order at a
price of $2.00 per Warrant. The
undersigned agrees to fund the undersigned’s account fully on or
before the effective date of the Company’s registration statement on Form
F-1 in connection with the IPO. Upon
the
earlier to occur of 46 days after the effective date or upon notification from
Broadband that the over-allotment option will not be exercised for more than
375,000 Units,
the
Broker shall return to the undersigned an amount equal to (x) $2.00 multiplied
by (y) the difference between 375,000 and the actual number of Warrants issued
by the Company upon exercise of the over-allotment option. The Broker
shall provide to Broadband, on a monthly basis, statements confirming that
there
are sufficient funds in the brokerage accounts where the Warrants will be
purchased to satisfy the Maximum Warrant Purchase. On each day on which the
NASDAQ Stock Market (the “Exchange”) is open for trading during the Purchase
Period, Broker shall use commercially reasonable efforts to purchase, as agent
and for the account of the undersigned, up to 5,000,000 Warrants (and up to
5,375,000 in the event and to the extent that Broadband, as representative
of
the underwriters of the IPO, exercise its over-allotment option) at a price
of
$2.00 per Warrant and agrees to fill such order in such amounts and at such
times as it may determine, in its sole discretion, during the Purchase Period
and in compliance with Regulation M under the Exchange Act and all applicable
laws.
The
undersigned may notify the Broker that all or part of the Maximum Warrant
Purchase will be made by an affiliate of the undersigned (or another person
or
entity introduced to the Broker by the undersigned (a “Designee”)) who (or
which) has an account with the Broker and, in such event, the Broker will make
such purchase on behalf of said affiliate or Designee; provided, however, that
the undersigned hereby agrees to make payment of the purchase price of such
purchase in the event that the affiliate or Designee fails to make such payment.
The
Broker will promptly notify the undersigned of any purchase of Warrants
hereunder so that the undersigned can comply with applicable reporting
requirements, if any, on a timely basis. The undersigned agrees that he shall
not sell or transfer the Warrants until after the consummation of a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business and acknowledges that, at the option of Broadband,
the certificates for such Warrants shall contain a legend indicating such
restriction on transferability.
The Company and the Broker shall provide to the Securities and Exchange Commission (the “Commission”) promptly upon request, and in no event more than 30 days of such request, a daily time-sequenced schedule of all Warrant purchases made pursuant to this letter agreement, on a transaction-by-transaction basis, including: (i) size, broker (if any), time of execution, price of purchase; and (ii) the exchange, quotation system, or other facility through which the warrant purchase occurred. In addition, representatives of the Company and the Broker shall be made available (in person at the offices of the Commission in Washington, DC or by telephone) to respond to inquiries by the Commission regarding their purchase(s).
Very
truly yours,
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Xxxx-Xxxx
Xxx
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ACKNOWLEDGED
AND AGREED:
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BROADBAND
CAPITAL MANAGEMENT LLC
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By:
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____________________________
Name:
Title:
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DAEWOO
SECURITIES CO., LTD.
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By:
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____________________________
Name:
Title:
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