Unassociated Document

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”).

WHEREAS, Purchaser desires to establish a plan that qualifies for the affirmative defense and safe harbor provided by Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to purchase warrants to purchase ordinary shares (the “Warrants”), of the Company, as described in the Company’s Registration Statement on Form F-1 relating to the initial public offering of the Company (the “IPO”).

WHEREAS, Purchaser has established or, prior to effecting transactions under this Purchase Plan will establish, an account (the “Account”) with Broker by executing an account agreement and all other necessary ancillary documents with Broker; and

During the term of this Purchase Plan, Broker shall act as Purchaser’ exclusive agent to purchase Warrants pursuant to this Purchase Plan. Subject to the terms and conditions set forth herein, Broker hereby accepts such appointment and engagement.

(a) Broker is authorized to begin purchasing up to 5,000,000 Warrants (and up to an additional 375,000 Warrants in the event and to the extent that Broadband Capital Management LLC, representative of the underwriters of the Company’s IPO (the “Underwriter”) exercises its over-allotment option) as agent for Purchaser as set forth herein pursuant to this Purchase Plan 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 “Commencement Date”). Broker shall cease purchasing Warrants on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”.

(c) Broker will notify Purchaser of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to Purchaser, SoftForum Building, 8th Floor, 545-7 Dogokdong, Gangnam, Seoul, Korea, 135-170, Attn: Sang-Chul Kim, by facsimile at (82) (2) 2177-9696 and confirmed by telephone at (82) (2) 575-0466, with a copy to Kenneth R. Koch at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, New York 10017.

(d) (i) On each day on which the NASDAQ Stock Market (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Purchaser, up to 5,000,000 Warrants (and up to 5,375,000 Warrants in the event and to the extent that the Underwriter exercises its over-allotment option) at a price of $2.00 per Warrant.

(e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Warrant purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Warrant purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto.

Purchaser shall maintain an Account of no less than $10,750,000 to fund the purchase of the Warrants. Purchaser agrees to fund the Account fully on or before the Effective Date of the Company’s Registration Statement on Form F-1 in connection with the IPO. Other than for purposes of making Warrant purchases, no funds may be withdrawn from the Account prior to the Termination Date. Upon the earlier to occur of 46 days after the Effective Date or upon notification from the Underwriter that the over-allotment option will not be exercised for more than 375,000 Units, the Broker shall return to Purchaser 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.

(a) Subject to the Warrant Purchase Guidelines and other terms and conditions set forth in this Purchase Plan, Broker shall have full discretion with respect to the execution of all purchases, and Purchaser acknowledges and agrees that Purchaser does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such purchases of Warrants pursuant to this Purchase Plan.

(b) Notwithstanding any provision herein to the contrary, including the provisions of Section 2(d)(i), in the event that, on any Business Day, in the opinion of Broker’s counsel, effecting purchases hereunder would result in a violation of applicable law or a breach of any contract to which Broker or its affiliates are a party or by which it or its affiliates are bound or such purchases would result in a violation of applicable law by Purchaser (collectively, “Restrictions”), Broker may refrain from purchasing Warrants or purchase fewer than the otherwise applicable number of Warrants to be purchased set forth in the Warrant Purchase Guidelines, as determined by Broker, in its discretion with regard to such Restrictions, provided, however, that as soon as such Restrictions are no longer in effect, Broker shall resume effecting purchases hereunder. In this connection, Broker may receive a notice from the Company indicating that Regulation M precludes purchases for a period of time and Broker shall suspend purchasing once it has received such a notice until such time as it receives an additional notice from the Company to the effect that such Restrictions under Regulation M have terminated.

(d) the date that Broker receives notice that Purchaser has filed a petition for bankruptcy or reorganization, or a petition for bankruptcy has been filed against Purchaser and has not been dismissed within sixty (60) calendar days of its filing.

If Broker determines that any event specified in Paragraphs (a), (b), (c) or (d) of this Section 5 has occurred, Broker shall promptly notify Purchaser that this Purchase Plan has terminated pursuant to the terms of this Section 5 and the date of such termination.

(a) From the date hereof until the Termination Date, each of the Company and Purchaser agrees not to discuss with Broker the Company’s and/or a potential target company’s (a “Target”) business, operations or prospects or any other information likely to be related to the value of the Warrants or likely to influence a decision to buy Warrants. Notwithstanding the preceding sentence, with the approval of counsel to Broker, Purchaser and the Company may communicate with Broker personnel who are not responsible for, and have no ability to influence, the execution of this Purchase Plan. Notwithstanding the first sentence in this paragraph, the Company and Purchaser shall jointly provide Broker with written notification of (i) the Commencement Date, and (ii) the mailing of a proxy or other solicitation materials to shareholders of the Target with respect to a vote on the business combination or any fact that would make purchases under this Purchase Plan unlawful pursuant to Regulation M or otherwise, as soon as such fact is known to the Company or Purchaser.

(c) Purchaser agrees that it will not, and the Company agrees with Broker that neither it nor any “affiliated purchaser” as defined in Rule 10b-18 will, make any purchases of blocks as described in the proviso in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the Commencement Date.

(d) Purchaser represents and warrants to Broker that it is not aware of any material, nonpublic information concerning the Company or its securities (“Material, Nonpublic Information”) and is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

(e) Broker represents and warrants to the Company and Purchaser that it has implemented reasonable policies and procedures, taking into consideration the nature of Broker’s business, to ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material, Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or the causing of any purchase or sale, of any security as to which Broker has Material, Nonpublic Information, as well as those that prevent such individuals from becoming aware of or being in possession of Material, Nonpublic Information.

(g) Each of the Company and Purchaser agrees that, during the period from the Commencement Date to the date falling that number of days following the Termination Date equal to the “restricted period” applicable to the Company, it will not engage in any “distribution” with respect to which the Warrants are a “covered security” (as such terms are defined in Regulation M) or any other activity that would prohibit the purchase of Warrants by Broker.

(h) Each of the Company and Purchaser represents and warrants that as of the time of execution of this Purchase Plan, it has not entered into any similar plan or agreement with respect to Warrants or any security or interest convertible into or exchangeable for Warrants. Each of the Company and Purchaser agrees that without the prior written consent of Broker, it shall not, during the Plan Period, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, any Warrants (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share), or any security convertible into or exchangeable for Warrants.

(i) Each of the Company and Purchaser agrees to inform Broker (i) of any purchases made during the Plan Period by an “affiliated purchaser” as defined in Rule 10b-18 promptly upon becoming aware of such purchases and (ii) if any “affiliated purchaser” intends to make any such purchases, promptly upon being informed of such intention.

(a) Purchaser agrees to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to (i) any material breach by the Company or Purchaser of this Purchase Plan (including the Company’s and Purchaser’ representations and warranties), and (ii) any violation by the Company or Purchaser of applicable laws or regulations with respect to the transactions contemplated by this Purchase Plan. This indemnification will survive the termination of this Purchase Plan. Purchaser will have no indemnification obligations hereunder in the case of gross negligence or willful misconduct of Broker or any other indemnified person or if Broker fails to comply with Section 7(b) hereof (unless such failure arises out of or is attributable to a breach by the Company or Purchaser of its representations, warranties or obligations hereunder), as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(b) Notwithstanding any other provision herein, no party hereto will be liable to the other for (i) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

(c) The Company and Purchaser acknowledge and agree that Broker has not provided the Company or Purchaser with any tax, accounting or legal advice with respect to this Purchase Plan, including whether Purchaser would be entitled to any of the affirmative defenses under Rule 10b5-1.

(a) This Purchase Plan (including any Appendices, Annexes or Exhibits) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral.

(c) This Purchase Plan and each party’s rights and obligations hereunder may not be assigned or delegated without the written permission of the other party and shall inure to the benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.


Obligor		Obligation
Broker		Broker is to make, keep and produce promptly upon request a daily time-sequenced schedule of all Warrant purchases made under this Purchase Plan, on a transaction-by-transaction basis, including:
		• size, time of execution, price of purchase; and
		• the exchange, quotation system, or other facility through which the Warrant purchase occurred.


	DAEWOO SECURITIES CO., LTD.

	By:
		Name: Kim, Sung-Tae Title: President and Chief Executive Officer


	KOREA MILESTONE ACQUISITION CORPORATION

	By:
		Name: Title: