PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT
PRIVATE
PLACEMENT WARRANT PURCHASE AGREEMENT (this
“Agreement”) made
as
of this ____ day of _____________, 2008, by and between Korea Milestone
Acquisition Corporation, a Cayman Islands company (the “Company”),
and
Sang-Xxxx Xxx (the “Purchaser”).
WHEREAS,
the Company intends to file with the Securities and Exchange Commission
(“SEC”)
a
registration statement on Form F-1 (the “Registration
Statement”),
in
connection with the Company’s initial public offering (the “IPO”)
of up
to 5,000,000 units (and
375,000 additional units subject to the underwriters’ over-allotment
option),
each
unit consisting of (i) two of the Company’s ordinary shares, US$0.0001 par value
per share (each, an “Ordinary
Share”
and
collectively, the “Ordinary
Shares”),
and
(ii) one warrant, each warrant to purchase one Ordinary Share at an exercise
price of US$6.00 per share (each, a “Unit
Warrant”
and
collectively, the “Unit
Warrants”);
and
WHEREAS,
the Company desires to sell to the Purchaser, in a private placement, an
aggregate of 3,846,154 warrants (the “Purchaser
Warrants”)
substantially identical to the Unit Warrants pursuant to the terms and
conditions hereof and as set forth in the Registration Statement, except that,
in accordance with the terms and conditions hereof and as set forth in the
Registration Statement, the Purchaser Warrants (i) are exercisable on a cashless
basis, (ii) will be non-redeemable so long as they are held by the Purchaser
or
its permitted transferees, and (iii) will be subject to an escrow and may not
be
sold or transferred, except in limited circumstances; and
WHEREAS,
the Purchaser Warrants shall be governed by the Warrant Agreement that shall
be
filed as an exhibit to the Registration Statement; and
WHEREAS,
the Purchaser is entitled to certain registration rights with respect to the
Purchaser Warrants and the Ordinary Shares underlying the Purchaser Warrants
on
the terms set forth in this Agreement.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Purchase
of Purchaser Warrants.
The
Purchaser agrees to purchase from the Company, and the Company agrees to sell
to
the Purchaser, at a purchase price of US$1.30 per Purchaser Warrant (the
“Purchase
Price”),
the
Purchaser Warrants. The Company and the Purchaser agree and acknowledge that
the
sale by the Company, and the purchase and receipt by the Purchaser, of the
Purchaser Warrants pursuant to this Agreement will equal (a) an aggregate
issuance of 3,846,154 Purchaser Warrants, and (b) an aggregate Purchase Price
of
US$5,000,000 (the “Aggregate
Purchase Price”).
2. Closing.
The
closing of the purchase and sale of the Purchaser Warrants (the “Closing”)
will
take place at such time and place as the parties may agree, but in no event
later than the effective date of the IPO (the “Closing
Date”).
On
the Closing Date, the Purchaser shall pay the Aggregate Purchase Price by wire
transfer of immediately available funds to an account maintained by the Company.
In connection with the completion of the IPO, the Company shall deposit the
Aggregate Purchase Price into the trust account described in the Registration
Statement. The certificates representing the Purchaser Warrants shall be
delivered to the Purchaser promptly after the completion of the IPO.
3. Representations
and Warranties of the Purchaser.
The
Purchaser hereby represents and warrants to the Company that:
3.1 The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”).
3.2 As
a
promoter of the Company’s IPO, the Purchaser has access to all of the
information of the Company. The Purchaser understands that its investment in
the
Purchaser Warrants involves a high degree of risk and it has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Purchaser
Warrants.
3.3 The
Purchaser Warrants (and the Ordinary Shares issuable upon exercise thereof)
are
being acquired for the Purchaser’s own account, for investment purposes only and
not with a view to, or for resale in connection with, any distribution or public
offering thereof within the meaning of the Securities Act.
3.4 The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.
3.5 The
Purchaser
acknowledges that the Purchaser
Warrants
(and the Ordinary Shares issuable upon exercise thereof) will bear a legend
in
substantially the following form:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO
THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
4. Registration
Rights Agreement.
At or
prior to the Closing, the Company and the Purchaser shall enter into a mutually
satisfactory registration rights agreement with respect to the registration
rights of the Purchaser Warrants and the securities underlying the Purchaser
Warrants having the terms described in the Registration Statement.
5. Waiver
of Claims; Indemnification.
The
Purchaser hereby waives any and all rights to assert any present or future
claims, including any right of rescission, against the Company or Broadband
Capital Management with respect to the Purchaser’s purchase of the Purchaser
Warrants, and the Purchaser agrees to indemnify and hold the Company and
Broadband Capital Management harmless from any and all actions, causes of
action, suits, claims or proceedings, and related losses, costs, penalties,
fees, liabilities and damages brought against the Company or Broadband Capital
Management by the Purchaser’s transferees, successors, assigns, or any
subsequent holders of the Purchaser Warrants or underlying
securities.
6. Counterparts;
Facsimile.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and all of which taken together
shall
constitute one and the same instrument. This Agreement or any counterpart may
be
executed via facsimile transmission, and any such executed facsimile copy shall
be treated as an original.
7. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
Cayman Islands without regard to conflicts of law thereof.
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9.
Third
Party Beneficiaries.
This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person or entity; provided
that
Broadband
Capital Management. shall
be
a third party beneficiary of this Agreement.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, parties have executed this Private Placement Warrant Purchase
Agreement as of the date first written above.
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COMPANY:
KOREA
MILESTONE ACQUISITION CORPORATION,
a
Cayman Islands company
By:
________________________________
Name:
Soo Xxxxx Xxx
Title:
President
PURCHASER:
____________________________________
Sang-Xxxx
Xxx
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