5,000,000 Units KOREA MILESTONE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 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,...Korea Milestone Acquisition CORP • September 17th, 2008 • 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:Letter Agreement • September 17th, 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 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 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”).
WARRANT AGREEMENTWarrant Agreement • September 17th, 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”).
Rule 10b5-1 Stock Purchase PlanRule 10b5-1 Stock Purchase Plan • September 17th, 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”).
Broadband Capital Management LLCKorea Milestone Acquisition CORP • September 17th, 2008 • Blank checks
