ESCROW
      AGREEMENT

     

     

    ESCROW
      AGREEMENT,
      dated
      as of November __, 2008 (“Agreement”),
      by
      and among KOREA MILESTONE ACQUISITION CORPORATION, a Cayman Islands company
      (the
“Company”),
      SANG-CHUL KIM (“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 November __,
      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 November __, 2008
      (“Prospectus”) comprising part of the Company’s
      Registration Statement on Form F-1 (File No. 333-153155) under the
      Securities Act of 1933, as amended (“Registration
      Statement”), declared effective on November __, 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 November __,
      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 45-day period in which the Underwriters may exercise their
      over-allotment option to purchase an additional 375,000 Units of the
      Company (as described in the Registration Statement), or, if earlier, the date
      the Underwriters exercise their over-allotment option in full or 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 Sang-Chul Kim determined
      by multiplying (a) the product of (i) 187,500, multiplied by
      (ii) a fraction, (x) the numerator of which is the number Escrow
      Shares held by Sang-Chul Kim, and (y) the denominator of which is the total
      number of Escrow Shares, by (b) a fraction, (i) the numerator of which
      is 375,000
      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 375,000;
provided
      further,
      however,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that the Company has been 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, (iii) pursuant to a qualified domestic relations order
      or
      (iv) to a then-current officer or director of the Company, as determined in
      the
      discretion of the Chairman of the Board of Directors (such transfers,
“Permitted
      Transfers”
      and such
      transferees, individually, “Permitted
      Transferees”);
      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. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4.4.    Private
      Warrants.  Sang-Chul
      Kim acknowledges that the Private 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. 

     

    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.


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    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 November __, 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. 

     

    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:


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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

    


    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]



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

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


     

    
      	 	“COMPANY”
	 	
              KOREA
                MILESTONE ACQUISITION CORPORATION

            
	 	 
	 	
              By: 

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	
              
 

              “EXISTING
                SHAREHOLDERS”

            
	 	 
	 	
              Sang-Chul
                Kim

            
	 	 
	 	
              Moon
                Youl Ban

            
	 	 
	 	
              Jhong
                Won Kim

            
	 	 
	 	
              Soo
                Hyung Lee

            
	 	 
	 	
              Yong
                Hyun Kang

            


    

    


     

    
      	 	“ESCROW
              AGENT”
	 	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    


    [Signature
      Page – Escrow Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    
      	
              Name
                and Address

              of
                Existing Shareholder(1)

            	 	 	
              Number
                of

              Escrow

              Shares
                

            	
               

            	 	
              Stock

              Certificate

              Number
                

            	 	 	
              Date
                of

              Insider

              Letter
                

            	 	 	
              Number
                of

              Private

              Warrants
                

            	 	 	
              Warrant

              Certificate

              Number

            	 
	
               

              Sang-Chul
                Kim

            	 	 	
              2,312,500

            	 	 	 	 	 	 	 	 	
              
              

              3,846,154

            	 	 	
              
              

              N/A

            	 
	
               

              Moon
                Youl Ban

            	 	 	
              375,000

            	 	 	 	 	 	 	 	 	
              
              

              0

            	 	 	
              
              

              N/A

            	 
	
               

              Jhong
                Won Kim

            	 	 	
              62,500

            	 	 	 	 	 	 	 	 	
              
              

              0

            	 	 	
              
              

              N/A

            	 
	
               

              Soo
                Hyung Lee

            	 	 	
              62,500

            	 	 	 	 	 	 	 	 	
              
              

              0

            	 	 	
              
              

              N/A

            	 
	
               

              Yong
                Hyun Kang

            	 	 	
              62,500

            	 	 	 	 	 	 	 	 	
              
              

              0

            	 	 	
              
              

              N/A

            	 


    

    


    (1)
      All
      correspondence c/o Korea Milestone Acquisition Corporation, SoftForum Building
      8th
      Floor, 545-7 Dogokdong, Gangnam, Seoul, Korea 135-170