Unassociated Document


    
      Exhibit
        10.2

       

       

      ESCROW
        AGREEMENT

       

      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”).

       

               WHEREAS,
        the
        Company has entered into an Underwriting Agreement,
        dated                        ,
        2008 (“Underwriting
        Agreement”),
        with
        Broadband Capital Management (“Broadband”)
        acting
        as representative of the several underwriters (collectively, the “Underwriters”),
        pursuant to which, the Underwriters have agreed to purchase 5,000,000 units
        (“Units”)
        of the
        Company. Each Unit consists of two ordinary shares of the Company, par value
        $0.0001 per share (the “Ordinary
        Shares”),
        and
        one warrant to purchase one Ordinary Share, all as more fully described in
        the
        Company’s final Prospectus,
        dated                        ,
        2008 (“Prospectus”)
        comprising part of the Company’s Registration Statement on Form F-1 (File
        No. ___-________) under the Securities Act of 1933, as amended
        (“Registration
        Statement”),
        declared effective
        on                        ,
        2008 (“Effective
        Date”).
        

       

               WHEREAS,
        the
        Underwriters have required as a condition to purchase of the Units that the
        Existing Shareholders deposit the number of Ordinary Shares (the “Escrow
        Shares”),
        and
        that Sang-Chul Kim deposit the Private Warrants (as defined in the Warrant
        Agreement
        dated                        ,
        2008 between the Company and Continental Stock Transfer & Trust
        Company, as Warrant Agent (the “Warrant
        Agreement”),
        in
        each case, as set forth opposite their respective names in Exhibit A
        attached
        hereto (the Escrow Shares and Private Warrants are collectively referred
        to
        herein as the “Escrow
        Securities”)
        in
        escrow as hereinafter provided. 

       

               WHEREAS,
        the
        Company and the Existing Shareholders desire that the Escrow Agent accept
        the
        Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.
        

       

               IT
        IS
        AGREED: 

       

               1.    Appointment
        of Escrow Agent.  The
        Company and the Existing Shareholders hereby appoint the Escrow Agent to
        act in
        accordance with and subject to the terms of this Agreement, and the Escrow
        Agent
        hereby accepts such appointment and agrees to act in accordance with and
        subject
        to such terms. 

       

             2.    Deposit
        of Escrow Shares.  On
        or before the Effective Date, each of the Existing Shareholders shall have
        delivered or caused to be delivered to the Escrow Agent certificates
        representing his, her, or its respective Escrow Securities, to be held and
        disbursed subject to the terms and conditions of this Agreement. Each Existing
        Shareholder acknowledges that the certificates representing his, her or its
        Escrow Securities is legended to reflect the deposit of such Escrow Securities
        under this Agreement. 

       

      3.    Disbursement
        of the Escrow Securities.  The
        Escrow Agent shall hold the Escrow Shares until the date that is one year
        after
        the date of consummation of an Initial Business Combination (as defined in
        the
        Warrant Agreement) and the Private Warrants until the consummation of an
        Initial
        Business Combination (in each case, the “Escrow
        Period”),
        on
        which respective dates it shall, upon written instructions from the Company’s
        Chief Executive Officer or Chief Financial Officer, disburse the Escrow Shares
        (and any applicable stock power) or Private Warrants, as the case may be,
        to the
        Existing Shareholders or Sang-Chul Kim (as applicable); provided,
        however,
        that at
        the end of the 30-day period in which the Underwriters may exercise their
        over-allotment to purchase an additional 750,000 Units of the Company (as
        described in the Registration Statement), or, if earlier, the date the
        Underwriters terminate their over-allotment option, the Company shall give
        the
        Escrow Agent notice with respect to the amount, if any, of the over-allotment
        that was exercised by the Underwriters and, upon such notice, the Existing
        Shareholders agree that the Escrow Agent shall deliver to the Company for
        repurchase, at a price per share of $0.0001 in cash, the number of Escrow
        Shares
        held by each Existing Shareholder determined by multiplying (a) the product
        of (i) 375,000, multiplied by (ii) a fraction, (x) the numerator
        of which is the number Escrow Shares held by each Existing Shareholder, and
        (y) the denominator of which is the total number of Escrow Shares, by
        (b) a fraction, (i) the numerator of which is 750,000
        minus
        the number of Ordinary Shares purchased by the Underwriters upon the exercise
        of
        their over-allotment option, and (ii) the denominator of which is 750,000;
provided
        further,
        however,
        that if
        the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
        that the Company is being liquidated, then the Escrow Agent shall promptly
        destroy the certificates representing the Escrow Securities held pursuant
        to
        this Agreement; provided
        further,
        however,
        that
        if, after the Company consummates an Initial Business Combination, it (or
        the surviving entity) subsequently consummates a liquidation, merger, stock
        exchange or other similar transaction which results in all of the shareholders
        of such entity having the right to exchange their Ordinary Shares for cash,
        securities or other property, then the Escrow Agent will, upon receipt of
        a
        certificate, executed by the Chief Executive Officer, Chief Financial Officer
        or
        other authorized officer of the Company, in a form reasonably acceptable
        to the
        Escrow Agent, that such transaction is then being consummated or such conditions
        have been achieved, as applicable, release the Escrow Shares to the Existing
        Shareholders. The Escrow Agent shall have no further duties hereunder after
        the
        disbursement or destruction of the Escrow Securities in accordance with this
        Section 3. 

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

               4.    Rights
        of Existing Shareholders in Escrow Securities.    

       

                4.1.    Voting
        Rights as a Stockholder Subject
        to the terms of the Insider Letter described in Section 4.3 hereof and except
        as
        herein provided, the Existing Shareholders shall retain all of their rights
        as
        shareholders of the Company during the Escrow Period, including, without
        limitation, the right to vote the Escrow Shares. 

       

                4.2.    Dividends
        and Other Distributions in Respect of the Escrow Shares. During
        the Escrow Period, all dividends payable in cash with respect to the Escrow
        Shares shall be paid to the Existing Shareholders, but all dividends payable
        in
        securities or other non-cash property (“Non-Cash
        Dividends”)
        shall
        be delivered to the Escrow Agent to hold in accordance with the terms hereof.
        As
        used herein, the term “Escrow
        Shares”
shall
        be deemed to include the Non-Cash Dividends distributed thereon, if any.
        

       

                4.3.    Restrictions
        on Transfer.    During
        the Escrow Period, no sale, transfer or other disposition may be made of
        any or
        all of the Escrow Securities except (i) by gift to a member of Existing
        Shareholder’s immediate family or to a trust, the beneficiary of which is an
        Existing Shareholder or a member of an Existing Shareholder’s immediate family,
        (ii) by virtue of the laws of descent and distribution upon death of any
        Existing Shareholder, or (iii) pursuant to a qualified domestic relations
        order;
provided,
        however,
        that
        such permitted transfers may be implemented only upon the respective Permitted
        Transferee’s written agreement to be bound by the terms and conditions of this
        Agreement and, as applicable, the Insider Letter signed by the Existing
        Shareholder transferring the Escrow Securities (as applicable) and/or the
        Warrant Agreement. Even if transferred in accordance with this Section 4.3,
        the Escrow Securities will remain subject to this Agreement and may only
        be
        released from escrow in accordance with Section 3 hereof. As used herein,
        the term “Insider
        Letter”
refers
        to that letter entered into by each of the Existing Shareholders, with Broadband
        and the Company, dated as indicated on Exhibit A
        hereto,
        and which is filed as an exhibit to the Registration Statement, respecting
        the
        rights and obligations of such Existing Shareholder in certain events, including
        but not limited to the liquidation of the Company and certain voting and
        transfer restrictions which will apply during the Escrow Period. 

       

                4.4.    Private’s
        Warrants.  Sang-Chul
        Kim acknowledges that the Private’s Warrants are subject to restrictions on
        exercise and transfer during the Escrow Period as specified in the Warrant
        Agreement. 

       

               5.    Concerning
        the Escrow Agent.    

       

                5.1.    Good
        Faith Reliance.  The
        Escrow Agent shall not be liable for any action taken or omitted by it in
        good
        faith and in the exercise of its own best judgment, and may rely conclusively
        and shall be protected in acting upon any order, notice, demand, certificate,
        opinion or advice of counsel (including counsel chosen by the Escrow Agent),
        statement, instrument, report or other paper or document (not only as to
        its due
        execution and the validity and effectiveness of its provisions, but also
        as to
        the truth and acceptability of any information therein contained) which is
        believed by the Escrow Agent to be genuine and to be signed or presented
        by the
        proper person or persons. The Escrow Agent shall not be bound by any notice
        or
        demand, or any waiver, modification, termination or rescission of this Agreement
        unless evidenced by a writing delivered to the Escrow Agent signed by the
        proper
        party or parties and, if the duties or rights of the Escrow Agent are affected,
        unless it shall have given its prior written consent thereto. 

       

      
        
           

        

        
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          5.2.    Indemnification.  The
        Escrow Agent shall be indemnified and held harmless by the Company from and
        against any expenses, including counsel fees and disbursements, or loss suffered
        by the Escrow Agent in connection with any action, suit or other proceeding
        involving any claim which in any way, directly or indirectly, arises out
        of or
        relates to this Agreement, the services of the Escrow Agent hereunder, or
        the
        Escrow Securities held by it hereunder, other than expenses or losses arising
        from the gross negligence or willful misconduct of the Escrow Agent. Promptly
        after the receipt by the Escrow Agent of notice of any demand or claim or
        the
        commencement of any action, suit or proceeding, the Escrow Agent shall notify
        the other parties hereto in writing. In the event of the receipt of such
        notice,
        the Escrow Agent, in its sole discretion, may commence an action in the nature
        of interpleader in an appropriate court to determine ownership or disposition
        of
        the Escrow Securities or it may deposit the Escrow Securities with the clerk
        of
        any appropriate court or it may retain the Escrow Securities pending receipt
        of
        a final, non appealable order of a court having jurisdiction over all of
        the
        parties hereto directing to whom and under what circumstances the Escrow
        Securities are to be disbursed and delivered. The provisions of this
        Section 5.2 shall survive in the event the Escrow Agent resigns or is
        discharged pursuant to Sections 5.5 or 5.6 below. 

       

                5.3.    Compensation.  The
        Escrow Agent shall be entitled to reasonable compensation from the Company
        for
        all services rendered by it hereunder. The Escrow Agent shall also be entitled
        to reimbursement from the Company for all expenses paid or incurred by it
        in the
        administration of its duties hereunder including, but not limited to, all
        counsel, advisors’ and agents’ fees and disbursements and all taxes or other
        governmental charges. 

       

                5.4.    Further
        Assurances.  From
        time to time on and after the date hereof, the Company and the Existing
        Shareholders shall deliver or cause to be delivered to the Escrow Agent such
        further documents and instruments and shall do or cause to be done such further
        acts as the Escrow Agent shall reasonably request to carry out more effectively
        the provisions and purposes of this Agreement, to evidence compliance herewith
        or to assure itself that it is protected in acting hereunder. 

       

                5.5.    Resignation.  The
        Escrow Agent may resign at any time and be discharged from its duties as
        escrow
        agent hereunder by its giving the other parties hereto written notice and
        such
        resignation shall become effective as hereinafter provided. Such resignation
        shall become effective at such time that the Escrow Agent shall turn over
        to a
        successor escrow agent appointed by the Company, the Escrow Securities held
        hereunder. If no new escrow agent is so appointed within the 60 day period
        following the giving of such notice of resignation, the Escrow Agent may
        deposit
        the Escrow Securities with any court it reasonably deems appropriate.


       

                5.6.    Discharge
        of Escrow Agent.  The
        Escrow Agent shall resign and be discharged from its duties as escrow agent
        hereunder if so requested in writing at any time by the other parties hereto,
        jointly, provided, however, that such resignation shall become effective
        only
        upon acceptance of appointment by a successor escrow agent as provided in
        Section 5.5. 

       

                5.7.    Liability.  Notwithstanding
        anything herein to the contrary, the Escrow Agent shall not be relieved from
        liability hereunder for its own gross negligence or its own willful misconduct.
        

       

                5.8.    Trust
        Account Waiver.  The
        Escrow Agent hereby waives all right, title, interest, or claim of any kind
        (“Claim”)
        in or
        to any monies in the trust account of the Company (the “Trust
        Account”)
        created pursuant to the Investment Management Trust Agreement, dated as of
        [    •    ], 2008, by and
        between
        the Company and Continental Stock Transfer & Trust Company, as Trustee,
        that it may have now or in the future, and hereby agrees not to seek recourse,
        reimbursement, payment or satisfaction for any Claim against the Trust Account
        for any reason whatsoever. 

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

               6.    Miscellaneous.    

       

               6.1.    Governing
        Law.    This
        Agreement shall for all purposes be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York, without giving
        effect to conflicts of law principles that would result in the application
        of
        the substantive laws of another jurisdiction (whether of the State of New
        York
        or any other jurisdiction that would cause the application of the laws of
        any
        jurisdiction other than the State of New York). The Company hereby agrees
        that
        any action, proceeding or claim against it arising out of or relating in
        any way
        to this Agreement shall be brought and enforced in the courts of the State
        of
        New York or the United States District Court for the Southern District of
        New
        York, and irrevocably submits to such jurisdiction, which jurisdiction shall
        be
        exclusive. The Company hereby waives any objection to such exclusive
        jurisdiction or that such courts represent an inconvenient forum. Any such
        process or summons to be served upon the Company may be served by transmitting
        a
        copy thereof by registered or certified mail, return receipt requested, postage
        prepaid, addressed to it at the address set forth in Section 6.6 hereof.
        Such mailing shall be deemed personal service and shall be legal and binding
        upon the Company in any action, proceeding or claim. 

       

                6.2.    Third
        Party Beneficiaries.    Each
        of the Existing Shareholders hereby acknowledges that the Underwriters are
        third
        party beneficiaries of this Agreement and this Agreement may not be modified
        or
        changed without the prior written consent of Broadband. 

       

               6.3.    Entire
        Agreement.    This
        Agreement contains the entire agreement of the parties hereto with respect
        to
        the subject matter hereof and, except as expressly provided herein, may not
        be
        changed or modified except by an instrument in writing signed by each party
        hereto. It may be executed in several original or facsimile counterparts,
        each
        one of which shall constitute an original, and together shall constitute
        but one
        instrument. 

       

                6.4.    Headings.    The
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any way the meaning or interpretation thereof. 

       

                6.5.    Binding
        Effect.    This
        Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their legal representatives, successors and assigns.


       

                6.6.    Notices.    Any
        notice or other communication required or which may be given hereunder shall
        be
        in writing and either be delivered personally or be mailed, certified or
        registered mail, or by private national courier service, return receipt
        requested, postage prepaid, and shall be deemed given when so delivered
        personally or, if mailed, two days after the date of mailing, as follows:
        

       

      If
        to the
        Company, to: 

       

      Korea
        Milestone Acquisition Corporation

      SoftForum
        Building, 8th Floor

      545-7,
        Dogokdong

      Gangnam,
        Seoul, Korea 135-170

      Attn:
        Moon-Youl Bahn

      Fax
        No.:
        (82) (2) 2177-9696

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      If
        to an
        Existing Shareholder, to his, her or its address set forth in Exhibit A.
        

      and
        if to
        the Escrow Agent, to: 

       

      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Chairman

      Fax
        No.:
        (212) 509-5150 

       

      A
        copy of
        any notice sent hereunder shall be sent to: 

       

      Mintz,
        Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

      666
        Third
        Avenue

      New
        York,
        New York 10017

      Attn:
        Kenneth R. Koch, Esq.

      Fax
        No.:
        (212) 983-3115 

       

      and:
        

       

      Broadband
        Capital Management

      712
        Fifth
        Avenue, 49th Floor

      New
        York,
        New York 10022

      Attn:
        Michael Rapp, Chairman

      Fax
        No.:
        (212) 759-2943

       

      and:
        

       

      Ellenoff
        Grossman & Schole LLP

      150
        East
        42nd
        Street,
        11th
        Floor

      New
        York,
        New York 10017

      Attn:
        Douglas S. Ellenoff Esq.

      Fax
        No.:
        (212) 370-7889

       

               The
        parties may change the persons and addresses to which the notices or other
        communications are to be sent by giving written notice to any such change
        in the
        manner provided herein for giving notice. 

       

                6.7.    Liquidation
        of the Company.    The
        Company shall give the Escrow Agent written notification of the liquidation
        and
        dissolution of the Company in the event that the Company fails to consummate
        an
        Initial Business Combination within the time period(s) specified in the
        Prospectus. 

       

      [Remainder
        of page intentionally left blank]

       

      
        
           

        

        
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      WITNESS
        the
        execution of this Agreement as of the date first above written. 

      
        	 	 	 
	 	
                “COMPANY”

                
                  KOREA
                    MILESTONE ACQUISITION CORPORATION

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  
                  Title:

                

              


      

       

      
        	 	 	 
	 	
                “EXISTING
                  SHAREHOLDERS”

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Sang-Chul
                  Kim

              


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Moon-Youl
                  Ban

              


      

      
        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Jhong
                    Won Kim

                


        

        
          
            	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                    Soo-Hyung
                      Lee

                  


          

          
            
              	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                      

                      Yong
                        Hyun Kang

                    


            

            
              
                	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                        
“ESCROW
                        AGENT”


              

               

            

          

        

      

      
        	 	 	 
	 	
                CONTINENTAL
                  STOCK TRANSFER & TRUST COMPANY

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  
                  Title:

                

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      Exhibit
        A

       

      
        	
                Name
                  and Address

                of
                  Existing Shareholder

              	 	
                Number
                  of

                Escrow

                Shares
                  

              	 	
                Stock

                Certificate

                Number

              	 	
                Date
                  of

                Insider

                Letter

              	 	
                Number
                  of

                Private

                Warrants
                  

              	 	
                Warrant

                Certificate

                Number
                  

              	 
	
                Sang-Chul
                  Kim

                [Address]

                Attn:
                  

              	 	 	 	 	 	 	 	 	 	 	 	
                2,307,692

              	 	 	

              	 
	
                 

                Moon-Youl
                  Ban 

                [Address]

              	 	 	 	 	 	 	 	 	 	 	 	
                
                

                0

              	 	 	
                
                

                N/A

              	 
	
                 

                Jhong
                  Won Kim

                [Address]

              	 	 	 	 	 	 	 	 	 	 	 	
                
                

                0

              	 	 	
                
                

                N/A

              	 
	
                 

                Soo-Hyung
                  Lee

                [Address]

              	 	 	 	 	 	 	 	 	 	 	 	
                
                

                0

              	 	 	
                
                

                N/A

              	 
	
                 

                Yong
                  Hyun Kang

                [Address]

              	 	 	 	 	 	 	 	 	 	 	 	
                
                

                0

              	 	 	
                
                

                N/A

              	 


      

      
         

         

        
          
             

          

          
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