INVESTMENT MANAGEMENT TRUST AGREEMENT
Exhibit
10.1
This
Agreement is made as of [____],
2008 by
and between Korea Milestone Acquisition Corporation (the “Company”)
whose
principal office is located at 000-0 Xxxxxxxxx, Xxxxxxx, Xxxxx, Xxxxx 135-170,
and Continental Stock Transfer & Trust Company (the
“Trustee”),
00
Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS,
the Company’s
registration statement on Form F-1, No. 333-[____]
(the
“Registration
Statement”),
relating to the initial public offering of its securities (the “IPO”)
has
been declared effective as of the date hereof (the “Effective
Date”)
by the
Securities and Exchange Commission (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Registration
Statement);
WHEREAS,
Broadband Capital Management LLC (the “Representative”)
is
acting as the representative of the underwriters in the IPO;
WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
amended and restated memorandum and articles of association, an aggregate of
$99,000,000 (or $113,550,000,
if the underwriters’ over-allotment option is exercised in full), which is
comprised of (i) the net proceeds of the IPO (except as provided in the
Registration Statement); (ii) $3,000,000 received by the Company in exchange
for
its securities issued pursuant to the private placement that will take place
immediately prior the closing of the IPO; and (iii) an additional $4,000,000
(or
$4,600,000, if the underwriters’ over-allotment option is exercised in full) of
the proceeds of the IPO, representing deferred underwriting discounts and
commissions payable to the underwriters of the IPO under the underwriting
agreement between the Company and the Representative on behalf of the other
underwriters named therein (the “Deferred
Discount”),
which
the underwriters have agreed to deposit in the Trust Account (as defined below),
will be delivered to the Trustee to be deposited and held in the Trust Account
for the benefit of the Company, and the holders of the Company’s ordinary
shares, par value $0.0001 per ordinary share (“Ordinary
Shares”),
that
form a part of the units of the Company’s securities issued in the IPO (the
“Units”).
The
amount to be delivered to the Trustee will be referred to herein as the
“Property,”
the
shareholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public
Shareholders,”
and
the Public Shareholders, the underwriters and the Company will be referred
to
collectively as the “Beneficiaries;”
and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a) hold
the
Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in segregated trust accounts
(“Trust
Account”)
established by the Trustee and at a brokerage institution located outside the
United States selected by the Company;
(b) manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
1
(c) in
a
timely manner, upon the instruction of the Company, to invest and reinvest
the
Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
or
less,
and/or
in any open ended investment company registered under the Investment Company
Act
of 1940 that holds itself out as a money market fund selected by the Company
meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as determined by the
Company;
(d) collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,”
as
such term is used herein;
(e) notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;
(f) supply
any necessary information or docu-ments as may be requested by the Company
in
connection with the Com-pany’s preparation of its tax returns;
(g) participate
in any plan or proceeding for protect-ing or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or
the
Representative to do so;
(h) render
to
the Company and such other person as the Company may instruct and the
Representative
(at the
Representative’s request), monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;
(j) commence
liquidation of the Trust Account only after and promptly after receipt of,
and
only in accordance with, the terms of a letter (the “Termination
Letter”),
in a
form substantially similar to that attached hereto as either Exhibit
A
or
Exhibit B,
signed
on behalf of the Company by its President or Chairman of the Board and
Secre-tary or Assistant Secretary of the Company, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account only
as
directed in the Termination Letter and the other documents referred to therein;
provided,
however,
that in
the event that a Termination Letter has not been received by the Trustee by
the
close of business on the “business day” that is the 18-month anniversary of the
consummation of the IPO (or the 24-month anniversary, if the Company has entered
into a letter of intent, memorandum of understanding, agreement in principle
or
definitive agreement with respect to a business combination within such 18-month
period; or up to the 36-month anniversary, if an extension of the time period
within which the Company’s initial business combination may be consummated has
been approved by shareholders in accordance with the Company’s amended and
restated memorandum and articles of association) (the “Last
Date”),
the
Trust Account shall be liquidated in accordance with the procedures set forth
in
the Termination Letter attached as Exhibit
B
hereto
and distributed to the designated paying agent for distribution to the
shareholders of record on the Last Date. A business day shall be any day that
is
not a Saturday, Sunday or other day on which banks are required or authorized
to
be closed in the City of New York. In all cases, the Trustee shall provide
the
Representative with
a
copy of any Termination Letter and/or any other correspondence that it receives
with respect to any proposed withdrawal from the Trust Account promptly after
it
receives same. The provisions of this Section 1(j) may not be modified, amended
or deleted under any circumstances; and
(k) distribute,
upon receipt of an Extension Notification Letter (as defined below), to the
Public Shareholders who exercised their conversion rights in connection with
an
Extension (as defined below), an amount equal to the pro rata share of the
Property relating to the Ordinary Shares for which such Public Shareholders
have
exercised conversion rights in connection with a vote of shareholders for an
Extension.
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2. Limited
Distributions of Income from Trust Account.
(a) Upon
written request from the Company, which may be given from time to time in a
form
substantially similar to that attached hereto as Exhibit
C,
the
Trustee shall pay to the Company
by
wire transfer the amount required to pay such taxes; provided,
however,
that in
no event shall the aggregate amount of all checks issued to taxing authorities
pursuant to this Section 2(a) exceed the income in respect of which such taxes
are due and owing;
(b) Upon
written request from the Company, which may be given from time to time in a
form
substantially similar to that attached hereto as Exhibit
D,
the
Trustee shall distribute to the Company from interest earned on the Trust
Account (net of income taxes payable thereon) the amount requested by the
Company to
cover
expenses related to investigating and selecting a target business and other
working capital requirements; provided,
however,
that the
aggregate amount of all such distributions shall not exceed $1,500,000,
and the Company will not be allowed to withdraw interest income earned on the
Trust Account unless there is sufficient funds available to pay the Company’s
tax obligations that are or will be due on such interest income;
and
(c) The
limited distributions referred to in Sections 2(a) and 2(b) above shall be
made
only from income collected on the Property. Except as provided in Sections
2(a)
and 2(b) above, no other distributions from the Trust Account shall be permitted
except in accordance with Sections 1(i), (j) and (k) hereof.
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants to:
(a) Give
all
instructions to the Trustee here-under in writing, signed by the Company’s
Chairman of the Board or President in writing by the Chairman of the Board
or
President, provided
that any
Termination Letter shall be given pursuant to the requirements of paragraph
1(j)
hereof.
In
addi-tion, except with respect to its duties under paragraphs 1(i), 1(j), 1(k),
2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction that
it
believes to be given in good faith by any one of the persons authorized by
this
paragraph to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;
(b) Hold
the
Trustee harmless and indemnify the Trustee from and against, any and all
expenses, includ-ing reason-able counsel fees and disbursements, or loss
suf-fered by the Trustee in connection with any action, suit or other
pro-ceeding brought against the Trustee involving any claim, or in connection
with any claim or demand that in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any income
earned from investment of the Property, except for expenses and losses resulting
from the Trustee's gross negligence or willful misconduct. Promptly after the
receipt by the Trustee of notice of demand or claim or the commencement of
any
action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnifica-tion under this paragraph, it shall notify the Company in writing
of
such claim (hereinafter referred to as the “Indemnified
Claim”).
The
Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided that the Trustee shall obtain the consent of the
Company with respect to the selection of coun-sel, which consent shall not
be
unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim
without the prior written consent of the Company, which consent shall not be
unreasonably withheld. The Company may participate in such action with its
own
counsel;
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(c) Pay
the
Trustee an initial acceptance fee, an annual fee and a transaction processing
fee for each disbursement made pursuant to Section 2 as set forth on
Schedule
A
hereto,
which fees shall be subject to modification by mutual agreement of the parties
from time to time. It is expressly understood that the Property shall not be
used to pay such fees and further agreed that said transaction processing fees
shall be deducted by the Trustee from accumulated income at the time that
disbursements are made to the Company pursuant to Section 2. The Company shall
pay the Trustee the initial acceptance fee and first annual fee at the
consummation of the IPO and the annual fee thereafter on the anniversary of
the
Effective Date. The Trustee shall refund to the Company the annual fee (on
a pro
rata basis) with respect to any period after the liquidation of the Trust
Account. The Company shall not be responsible for any other fees or charges
of
the Trustee except as set forth in this Section 3(c) and as may be provided
in
Section 3(b) hereof (it being expressly understood that the Property shall
not
be used to make any payments to the Trustee under such Sections, except to
the
extent it is distributed to the Company pursuant to Section 2); and
(d) In
connection with any vote of the Company’s shareholders regarding a Business
Combination or an Extension, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or
tabulating shareholder votes verifying the vote of the Company’s shareholders
regarding such Business Combination or Extension.
(e) Within
five business days after the vote of the Company’s shareholders regarding an
Extension (as described in paragraph (d) above), provide the Trustee with a
letter (an “Extension
Notification Letter”)
providing that (i) the Last Date has been extended (an “Extension”)
to a
date that is not more than 36 months after the consummation of the IPO, and
(ii)
instructions for the distribution of funds to Public Shareholders who exercised
their conversion rights in connection with such Extension.
4. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Imply
obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement
or
document other than this agreement and that which is expressly set forth
herein;
(b) Take
any
action with respect to the Property, other than as directed in Sections 1 and
2
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(c) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Prop-erty unless and until it shall have received instructions from
the
Company given as provided here-in to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c) Change
the investment of any Property, other than in compliance with
paragraph 1(c);
(e) Refund
any depreciation in principal of any Property;
(f) Assume
that the authority of any person designated by the Company to give instructions
here-under shall not be continuing unless provided otherwise in such
designa-tion, or unless the Company shall have delivered a written revocation
of
such authority to the Trustee;
4
(g) The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffer-ed by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely con-clusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instru-ment, report or other paper
or
document (not only as to its due execution and the validity and effectiveness
of
its provisions, but also as to the truth and acceptability of any information
therein con-tained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescis-sion of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or par-ties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
(h) Verify
the correctness of the information set forth in the Registra-tion Statement
or
to confirm or assure that any acquisition made by the Company or any other
action taken by it is as contemplated by the Registration Statement;
(i)Prepare,
execute and file tax reports, income or other tax returns and pay any taxes
with
respect to income and activities relating to the Trust Account, regardless
of
whether such tax is payable by the Trust Account or the Company (including
but
not limited to income tax obligations), it being expressly understood that
as
set forth in Section 1(i), if there is any income or other tax obligation
relating to the Trust Account or the Property in the Trust Account, as
determined from time to time by the Company and regardless of whether such
tax
is payable by the Company or the Trust, at the written instruction of the
Company, the Trustee shall make funds available in cash from the Property in
the
Trust Account an amount specified by the Company as owing to the applicable
taxing authority, which amount shall be paid directly to the Company by
electronic funds transfer, account debit or other method of payment, and the
Company shall forward such payment to the taxing authority; and
(j) Verify
calculations, qualify or otherwise approve the Company’s requests for
distributions pursuant to Section 1(j) above.
5. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject
to
the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; provided,
however,
that,
in the event that the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with any court in the
State
of New York or with the United States District Court for the Southern District
of New York and, upon such deposit, the Trustee shall be immune from any
liability whatsoever; or
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provi-sions of paragraph 1(j) hereof, and dis-tributed
the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 3(b).
5
6. Miscellaneous.
(a) Notwithstanding
any other provision of this Agreement, the Trustee confirms its understanding
that the Company has established the Trust Account relating to the Units being
sold in the IPO. The Trustee 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, and the Trustee hereby waives any and all
right, title, interest or claim of any kind in or to any distribution of any
property held in the Trust Account that it or its affiliates 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 for any reason
whatsoever, including in respect of the Company’s indemnification obligations
set forth in this Agreement. The Trustee agrees that neither it nor any of
its
affiliates have or will have any right, title, interest or claim in or to the
monies in the Trust Account.
(b) The
Company and the Trustee each acknowledge that the Trustee will follow the
procedures set forth in this paragraph with respect to funds transferred from
the Trust Account. In executing funds transfers, the Trustee will rely upon
all
information provided by the Company, including payee account name, account
numbers or other identifying numbers of a beneficiary, beneficiary's bank or
intermediary bank. The Trustee shall not be liable for any loss, liability
or
expense resulting from any error in an account number or other identifying
information.
(c) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. The parties hereto consent to the jurisdiction and venue
of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder, 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.,
with
an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention of Xxxxxxx
X. Xxxx, Esq., 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.
(d) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(j) (which may
not be amended under any circumstances), this Agreement or any provision here-of
may only be changed, amended or modified by a writing signed by each of the
parties hereto; provided,
however,
that no
such change, amendment or modification may be made without the prior written
consent of the Representative. As to any claim, cross-claim or counterclaim
in
any way relating to this Agreement, each party waives the right to trial by
jury.
(e) It
may be
executed in several original or facsimile counterparts, each one of which shall
constitute an original, and together shall constitute but one
instrument.
6
(f) Any
notice, consent or request to be given in con-nection with any of the terms
or
provisions of this Agree-ment shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
X.
Xxxxxx and Xxxxx XxXxxxx
Fax
No.:
(000) 000-0000
if
to the
Company, to:
SoftForum
Xxxxxxxx
0xx
Xxxxx
000-0
Xxxxxxxxx
Xxxxxxx,
Xxxxx, Xxxxx 135-170
Attn:
Sang-Xxxx Xxx, Chairman and Chief Executive Officer
Fax
No.:
(82) (0) 0000-0000
in
either
case with copies to:
Broadband
Capital Management LLC
000
Xxxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
Fax
No.:
(000) 000-0000
Attention:
Xxxxx Xxxxxx
and
Xxxxxxxx
Xxxxxxxx & Schole LLP
000
Xxxx
00xx Xxxxxx, 00xx xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
(g) This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.
(h) Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
7
(i) Each
of
the Company and the Trustee hereby acknowledge that the
Representative, on behalf of itself and the other underwriters of the IPO,
shall
be deemed to be intended third party beneficiaries of this Agreement.
(j) It
is the
intention of the parties hereto that, for all relevant U.S. tax purposes, the
Trust Account shall be treated as a mere security device, and the Company shall
be treated as the beneficial owner of the Property and, accordingly, the Company
agrees it will include all income from the Property in its income for all
relevant U.S. tax purposes and each party hereto agrees to take no position
inconsistent with such tax treatments.
(Remainder
of page intentionally left blank. Signature page to follow.)
8
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
| |
|
|
| By: | ||
|
|
Name: Xxxxxx X. Xxxxxx Title:
President and Chairman of the
Board
|
|
| KOREA MILESTONE ACQUISITION CORPORATION | ||
| |
|
|
| By: | ||
|
Name:
Sang-Xxxx Xxx
Title:
Chairman
and Chief Executive Officer
|
||
[Signature
Page to Investment Management Trust Agreement]
SCHEDULE
A
|
Fee
Item
|
Time
and method of payment
|
Amount
|
||
|
Initial
acceptance fee
|
Initial
closing of IPO by wire transfer
|
$1,000
|
||
|
Annual
fee
|
First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
|
$3,000
|
||
|
Transaction
processing fee for disbursements to the Company under Section
2
|
Deduction
by Trustee from accumulated income following disbursement made to
the
Company under Section 2
|
$250
|
EXHIBIT
A
SoftForum
Xxxxxxxx
0xx
Xxxxx
000-0
Xxxxxxxxx
Xxxxxxx,
Xxxxx, Xxxxx 135-170
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx, Chairman
Re: Trust
Account No. [●]
Gentlemen:
Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between Korea
Milestone Acquisition Corporation (the “Company”)
and
Continental Stock Transfer & Trust Company (the “Trustee”),
dated
as of [●],
2008
(the “Trust
Agreement”),
this
is to advise you that the Company has entered into an agreement (the
“Business
Agreement”)
with
[●]
(the
“Target
Business”)
to
consummate a business combination with Target Business (the “Business
Combination”)
on or
about [insert
date].
The
Company shall notify you at least 48 hours in advance of the actual date of
the
consummation of the Business Combination (the “Consummation
Date”).
Capitalized terms used herein without definitions shall have the respective
meanings assigned to such terms in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date.
On
the
Consummation Date, (a) the Company shall deliver to you written notification
that the Business Combination has been consummated, and (b) the Company shall
deliver to you a certificate which verifies the vote of the Company’s
shareholders in connection with the Business Combination and (c) the Company
and
the Representative shall deliver to you joint written instructions with respect
to the trans-fer of the funds, including the Deferred Discount, held in the
Trust Account (the “Instruction
Letter”).
You
are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the certificate referenced above and
the Instruction Letter, (1) to the Representative in an amount equal to the
Deferred Discount as so directed by them and (2) the remainder in accordance
with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without
penalty, you will promptly notify the Company of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and
be
distributed after the Consummation Date to the Company. Upon the distribution
of
all the funds in the Trust Account pursuant to the terms hereof, the Trust
Agreement shall be terminated.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then, upon receipt by
the
Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in the Trust Agreement on the business
day immediately following the Consummation Date as set forth in the
notice.
|
Very
truly yours,
|
||
| |
|
|
| By: | ||
|
|
Sang-Xxxx Xxx Chairman
and Chief Executive Officer
|
|
cc:
Broadband Capital Management LLC
EXHIBIT
B
SoftForum
Xxxxxxxx
0xx
Xxxxx
000-0
Xxxxxxxxx
Xxxxxxx,
Xxxxx, Xxxxx 135-170
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx, Chairman
Re: Trust
Account No. [●]
Gentlemen:
Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between Korea
Milestone Acquisition Corporation (the “Company”)
and
Continental Stock Transfer & Trust Company (“Trustee”),
dated
as of [●], 2008 (the “Trust
Agreement”),
this
is
to advise you that the Company has been unable to effect a Business Combination
with a Target Company within the time frame specified in the Company’s
Memorandum and Articles of Association, as described in the Company’s prospectus
relating to its IPO. Capitalized terms used herein without definitions shall
have the respective meanings assigned to such terms in the Trust
Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you,
to
commence liquidation of the Trust Account as promptly as practicable to
shareholders of record on the Last Date (as defined in the Trust Agreement).
You
will notify the Company in writing as to when all of the funds in the Trust
Account will be available for immediate transfer (“Transfer Date”) in accordance
with the terms of the Trust Agreement and the Memorandum and Articles of
Association of the Company. You shall commence distribution of such funds in
accordance with the terms of the Trust Agreement and the Memorandum and Articles
of Association of the Company and you shall oversee the distribution of the
funds. Upon the distribution of all the funds in the Trust Account, your
obligations under the Trust Agreement shall be terminated.
|
Very
truly yours,
|
||
| |
|
|
| By: | ||
|
|
Sang-Xxxx Xxx Chairman
and Chief Executive Officer
|
|
cc:
Broadband Capital Management LLC
EXHIBIT
C
SoftForum
Xxxxxxxx
0xx
Xxxxx
000-0
Xxxxxxxxx
Xxxxxxx,
Xxxxx, Xxxxx 135-170
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx Di Paolo and Xxxxxxx Xxxxxx
Re: Trust
Account No. [●]
Gentlemen:
Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Korea
Milestone Acquisition Corporation (the “Company”)
and
Continental Stock Transfer & Trust Company (the “Trustee”),
dated
as of [●], 2008 (the “Trust
Agreement”),
this
is
to advise you that the Company hereby requests that you deliver to the Company
$[●]
of the
income earned on the Property (as defined in the Trust Agreement) as of the
date
hereof. The Company needs such funds to pay for the income tax obligations
as
set forth on the attached tax return or tax statement. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to
the
Company’s operating account at:
[WIRE
INSTRUCTION INFORMATION]
|
Very
truly yours,
KOREA
MILESTONE ACQUISITION CORPORATION
|
||
| |
|
|
| By: | ||
|
|
Sang-Xxxx Xxx Chairman
and Chief Executive Officer
|
|
cc:
Broadband Capital Management LLC
EXHIBIT
D
Korea
Milestone Acquisition Corporation
SoftForum
Xxxxxxxx
0xx
Xxxxx
000-0
Xxxxxxxxx
Xxxxxxx,
Xxxxx, Xxxxx 135-170
[Insert
date]
Continental
Stock Transfer
&
Trust Company
17
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx Di Paolo and Xxxxxxx Xxxxxx
Re: Trust
Account No. [●]
Gentlemen:
Pursuant
to Section 2(b) of the Investment Management Trust Agreement between Korea
Milestone Acquisition Corporation (the “Company”)
and
Continental Stock Transfer & Trust Company (the “Trustee”),
dated
as of [●], 2008 (the “Trust
Agreement”),
the
Company hereby requests that you deliver to the Company $[●]
of
the
income earned as of the date hereof, which does not exceed, in the aggregate,
with all such prior disbursements pursuant to Section 2(b), if any, the maximum
amount set forth in Section 2(b). The Company needs such funds to pay its
expenses relating to investigating and selecting a target business and other
working capital requirements. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:
[WIRE
INSTRUCTION INFORMATION]
|
Very
truly yours,
KOREA
MILESTONE ACQUISITION CORPORATION
|
||
| |
|
|
| By: | ||
|
|
Sang-Xxxx Xxx Chairman
and Chief Executive Officer
|
|
cc:
Broadband Capital Management LLC.
EXHIBIT
E
|
AUTHORIZED
INDIVIDUAL(S)
|
AUTHORIZED
TELEPHONE
NUMBER(S)
|
|
|
Company:
|
||
|
Korea
Milestone Acquisition Corporation
|
||
|
SoftForum
Buxxxxxx
|
||
|
0xx
Xxxxx
|
||
|
000-0
Xxxxxxxxx
|
||
|
Xxxxxxx,
Xxxxx, Xxxxx 035-170
|
||
|
Attn:
Sang-Xxxx Xxx
|
(82)
(0) 000-0000
|
|
|
Trustee:
|
||
|
Continental
Stock Transfer
|
||
|
&
Trust Company
|
||
|
17
Battery Place
|
||
|
Attn:
Xxxxx Di Paolo, CFO
|
(000)
000-0000
|
