5,000,000 Units KOREA MILESTONE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP • New York
Korea Milestone Acquisition Corp., 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 • August 22nd, 2008 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) ___________________, 2008 AND (II) THE CONSUMMATION BY KOREA MILESTONE ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION 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 • 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 12 hereof.
ContractRegistration Rights Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP • 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 • August 22nd, 2008 • Korea Milestone Acquisition CORP • 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 AGREEMENTPrivate Placement Warrant Purchase Agreement • August 22nd, 2008 • Korea Milestone Acquisition CORP
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 • August 22nd, 2008 • Korea Milestone Acquisition CORP • New York
ESCROW AGREEMENT, dated as of , 2008 (“Agreement”), by and among KOREA MILESTONE ACQUISITION CORPORATION, a Cayman Islands company (the “Company”), 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”).
Korea Milestone Acquisition CorporationKorea Milestone Acquisition CORP • August 22nd, 2008
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 • 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 LLCKorea Milestone Acquisition CORP • August 22nd, 2008
WARRANT CUSIP XXXXXX XXXKorea Milestone Acquisition CORP • August 22nd, 2008
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
