AMENDMENT NO. 3 TO THE ESCROW AGREEMENT
AMENDMENT
NO. 3 TO THE ESCROW AGREEMENT
This
Amendment No. 3 to the Escrow Agreement made as of the 4th day of June 2009 by and
between K’s Media (formerly known as Kinglake Resources, Inc.,) a Nevada
corporation (the "KVME" or "Party A"); Orient Come Holdings Limited, a British
Virgin Islands company ("Party A Subsidiary" or "Orient"); Beijing K's Media
Advertising Ltd. Co., a limited liability company organized under the laws of
the PRC ("Chinese Advertisement Company" or "Party B"); the persons listed on
Schedule A hereto ("Party B Shareholders"); and Xxxxxxx & Xxxxxxx, a law
firm ("Escrow Agent") (each of the parties hereto is a "Party" and,
collectively, they are the "Parties").
WITNESSETH
WHEREAS,
the Parties entered into that certain Escrow Agreement dated as of December 23,
2007 and the Parties wish to amend the Escrow Agreement upon the terms set forth
herein;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
All
defined terms not otherwise defined herein shall have the meanings ascribed to
them in the Escrow Agreement.
1. The
Appendix I “Release Formula 2” of the Escrow Agreement is hereby amended as
follows:
|
DATE
|
Condition
|
Total
# of Shares=2,625,000
|
|
Year
0
|
000-000
|
Release
60%
|
|
<300
|
Cancel
60%
|
|
|
Year
2
|
>300
|
Release
20%
|
|
<300
|
Cancel
20%
|
|
|
Year
3
|
>300
|
Release
20%
|
|
<300
|
Cancel
20%
|
2. In
the event of any inconsistency between any of the terms and conditions of this
Amendment No. 3 to the Escrow Agreement and the Amendment No.1 and No.2 to the
Escrow Agreement, the terms and conditions of this Amendment No. 3 to the Escrow
Agreement shall prevail and control. Except as amended by this
Amendment No. 3 to the Escrow Agreement, the Escrow Agreement, as amended, and
all its terms and conditions are in full force and effect.
IN
WITNESS WHEREOF, the parties have caused this Amendment No.3 to the Escrow
Agreement to be duly executed by their respective officers or principals
thereunto duly authorized as of the day and year first above
written.
K's
Media
Dated: June
4, 2009 By:
/s/ Xxxx
Xxx
Name:
Xxxx
Xxx
Its:
Director
Orient
Come Holdings Limited
Dated: June
4,
2009
By: /s/ Xx
Xxxx
Name: Xx
Xxxx
Its:
Director
Beijing
K's Media Advertising Ltd. Co.
Dated: June
4,
2009
By:/s/ Xxx
Xxx
Name: Xxx
Xxx
Its:
Director
Party
B's Shareholders
Dated: June
4, 2009
By:
/s/ Wang,
QingYa
Wang,
QingYa
Xxxxxxx
& Xxxxxxx LPA
By: Xxxx X.
Xxxxxxxxx
Xxxx X.
Xxxxxxxxx
