AMENDMENT NO. 2 TO THE ESCROW AGREEMENT
AMENDMENT
NO. 2 TO THE ESCROW AGREEMENT
This
Amendment No. 2 to the Escrow Agreement made as of the 23rd day of December 2007 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 Xxxxxxxx & Xxxx LLP, 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;
WHEREAS,
Party B Shareholders desire to assign the right to certain Escrowed Shares to
Xxxx Xxxx;
WHEREAS,
Xxxx Xxxx has agreed to comply with the terms and conditions of the Escrow
Agreement, as amended.
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:
1. All
defined terms not otherwise defined herein shall have the meanings ascribed to
them in the Escrow Agreement.
2. The
Appendix I “Release Formula” of the Escrow Agreement is hereby amended to
include the following provision:
Zhuang,
Yan; Xxxxx, Xxx and Xx, XxXxxx each transfer the right to receive 100,000
Escrowed Shares and Xx, Xxxx transfers the right to receive 300,000 Escrowed
Shares (the 600,000 Escrowed Shares are collectively, referred to herein as the
“Transferred Shares”) to Xxxx Xxxx. The Transferred Shares
shall be released proportionally to the Escrow Shares held by each member of
the KTV Management Team.
3. Xxxx
Xxxx consents to the terms and conditions of the Escrow Agreement, Amendment No.
1 to the Escrow Agreement and Amendment No. 2 to the Escrow and acknowledges
that the Transferred Shares are subject to the Release Formula (1).
4. The
Parties agree that Roeztel & Xxxxxxx, LPA shall replace Xxxxxxxx & Xxxx,
LLP as Escrow Agent, subject to the terms and conditions of the Escrow
Agreement.
5. In
the event of any inconsistency between any of the terms and conditions of this
Amendment No. 2 to the Escrow Agreement and the Amendment No.1 to the Escrow
Agreement, the terms and conditions of this Amendment No. 2 to the Escrow
Agreement shall prevail and control. Except as amended by this
Amendment No. 2 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.2 to the Escrow
Agreement to be duly executed by their respective officers or principals
thereunto duly authorized..
K's
Media
Orient
Come Holdings Limited
Beijing
K's Media Advertising Ltd. Co.
Party
B's Shareholders
