WARRANT CUSIP XXXXXX XXX
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NUMBER
_______-
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THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW YORK CITY TIME, [__________], 2012 |
WARRANTS
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|
WARRANT
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CUSIP
XXXXXX
XXX
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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 Continental Stock Transfer & Trust Company. The Company
shall not be obligated to deliver any securities pursuant to the exercise of
a
Warrant and shall have no obligation to settle a Warrant exercise unless a
registration statement under the Securities Act of 1933, as amended (the
“Act”),
with
respect to the Ordinary Shares is effective, subject to the Company satisfying
its obligations under the Warrant Agreement to use its best efforts. In the
event that a registration statement with respect to the Ordinary Shares
underlying a Warrant is not effective under the Act, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no
value and expire worthless. In no event will the Company be required to net
cash
settle the warrant exercise. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased
at
the time the Warrant is exercised.
No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up or down
to the nearest whole number the number of Shares to be issued to such holder.
Upon
any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent
by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the
aggregate a like number of Warrants.
Upon
due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all
other
purposes, and neither the Company nor the Warrant Agent shall be affected by
any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The
Company reserves the right to call the Warrant at any time prior to its
exercise, with a notice of call in writing to the holders of record of the
Warrant, giving a minimum of 30 days’ notice of such call at any time after the
Warrant becomes exercisable if the last sale price of the Shares has been at
least $14.25 per share (subject to adjustment) on each of 20 trading days within
any 30 trading day period ending on the third business day prior to the date
on
which notice of such call is given and a registration statement covering the
Ordinary Shares issuable upon exercise of the Warrant is effective and a
prospectus relating to such Ordinary Shares is current and available at the
time
notice is given and throughout the 30-day notice period. The call price of
the
Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered
back to the Company by the end of the date specified in the notice of call
shall
be canceled on the books of the Company and have no further value except for
the
$.01 call price. In the event the Company exercises its right to call the
Warrants, the Company will have the option to require all holders who wish
to
exercise their warrants to do so on a cashless basis by requiring each such
holder to pay the Warrant Price by surrendering the Warrant for that number
of
Ordinary Shares equal to the quotient obtained by dividing (i) the product
of
the number of Ordinary Shares underlying the Warrant, multiplied by the
difference between the average reported last sale price of the ordinary shares
for the 10 trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to the holders of the Warrants (the
“Fair
Market Value”) and the Warrant Price by (ii) the Fair Market Value.
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By:__________________________________
▇▇▇▇-▇▇▇▇
▇▇▇, CHAIRMAN
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CAYMAN
ISLANDS
SEAL
2008
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By:__________________________________
▇▇▇
▇▇▇▇▇ ▇▇▇, SECRETARY
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CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY,
as Warrant Agent
as Warrant Agent
By:___________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇, Chairman
SUBSCRIPTION
FORM
To
Be
Executed by the Registered Holder in Order to Exercise Warrants
The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the Ordinary Shares issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the name
of
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(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
|
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and
be
delivered to
____________________________________________________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
__________________________________________________________________________________________________________________________
and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:
and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:
Dated:
_________________________
_________________________________
(SIGNATURE)
_________________________________
(ADDRESS)
_________________________________
(TAX
IDENTIFICATION NUMBER)
ASSIGNMENT
To
Be
Executed by the Registered Holder in Order to Assign Warrants
For
Value
Received, _______________________ hereby sells, assigns, and transfers unto
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(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and
be
delivered to
____________________________________________________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints ______________________________ Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.
Dated:
_________________________
_________________________________
(SIGNATURE)
THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15.)