ASSIGNMENT AGREEMENT
THIS AGREEMENT is made as of
this 22nd day of February, 2008 by and among Orient Come Holdings Limited, a
company incorporated under British Virgin Islands, located at Xxxx 000, Xxxxx
X0, Xxxxxxxx Xxxxx, Xx. 0 XxxxxXx Xxxxxx, Xxxxxxx, Xxxxx 100738 (“Assignor”) and
Beijing K's Media Broadcasting Ltd. Co., a company organized under the laws of
the People’s Republic of China, located at Xxxx 0000, 0/X, #0 Xxxxxxxxxx Xxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx (“Assignee”).
Recitals
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A.
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Assignor
is party to that certain Business Cooperation Agreement dated December 23,
2007 by and between Assignor, Kinglake Resources, Inc. and Beijing K's
Media Advertising Ltd. Co. (the “Cooperation Agreement”) under which
Assignor has been engaged to provide services to Beijing K's Media
Advertising Ltd. Co.
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B.
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Assignor
desires to assign to Assignee and Assignee desires to acquire all of
Assignor's rights and obligations under the Cooperation
Agreement.
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C.
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Kinglake
Resources, Inc. and Beijing K's Media Advertising Ltd. Co. are willing to
consent to such assignment on the terms and conditions set forth
herein.
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NOW, THEREFORE, for and in
consideration of the mutual agreements, promises and covenants set forth herein,
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Assignment
and Assumption. Assignor hereby
assigns all of its right, title and interest in and to the
Cooperation Agreement to Assignee and Assignee hereby accepts such
assignment, agrees to the terms of the Cooperation Agreement and
assumes all of Assignor's obligations thereunder.
2. Miscellaneous.
2.1 Governing
Law. This Agreement
shall be governed by and interpreted in accordance with the substantive laws of
the People’s Republic of China.
2.2 Arbitration.
2.2.1 Any
dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the Parties. Such
consultations shall begin immediately after one Party has delivered to the other
Party a written request for such consultation. If within ninety (90)
days following the date on which such notice is given, the dispute cannot be
settled through consultations, the dispute shall, upon the request of any Party
with notice to the other Party, be submitted to arbitration in China under the
auspices of China International Economic and Trade Arbitration Commission (the
“CIETAC”). The
Parties shall jointly appoint a qualified interpreter for the arbitration
proceedings and shall be responsible for sharing in equal portions the expenses
incurred by such appointment.
2.2.2 Number and Selection of
Arbitrators. There shall be three (3)
arbitrators. Assignor shall select one (1) arbitrator and Assignee
shall select one (1) arbitrator, and both arbitrators shall be selected within
thirty (30) days after giving or receiving the demand for
arbitration. Such arbitrators shall be freely selected, and the
Parties shall not be limited in their selection to any prescribed
list. The chairman of the CIETAC shall select the third
arbitrator. If a Party does not appoint an arbitrator who has
consented to participate within thirty (30) days after the selection of the
first arbitrator, the relevant appointment shall be made by the chairman of the
CIETAC.
2.2.3 Language. Unless
otherwise provided by the arbitration rules of CIETAC, the arbitration
proceeding shall be conducted in English. The arbitration tribunal
shall apply the arbitration rules of the CIETAC in effect on the date of the
signing of this Agreement. However, if such rules are in conflict
with the provisions of this Clause, including the provisions concerning the
appointment of arbitrators, the provisions of this Clause shall
prevail.
2.2.4 Cooperation
Disclosure. Each Party shall cooperate with the other Party in
making full disclosure of and providing complete access to all information and
documents requested by the other Party in connection with such proceedings,
subject only to any confidentiality obligations binding on such
Parties.
2.2.5 Jurisdiction of the
Arbitration Award Enforcement. The arbitration award shall be
final and binding upon all parties. It may be entered into by any
court having jurisdiction, or application may be made to such court for a
judicial recognition of the award or any order of enforcement
thereof.
2.3 Notices. Any
communications required or permitted hereunder must be in writing to be
effective and shall be deemed delivered and received (i) when personally
delivered, (ii) on the third business day next following the day when deposited
in the U.S. mail, postage prepaid, certified or registered mail, return receipt
requested, addressed as set forth below or (iii) on the first business day after
proper and timely deposit for next day delivery, charges prepaid, with a
nationally recognized delivery service providing next-day service to the
location of the recipient, to such party at the address set forth
below:
| If to Assignor: | Xxxx 000, XxxxxX0, Xxxxxxxx Xxxxx, |
| Xx. 0 XxxxxXx Xxxxxx | |
| Xxxxxxx, Xxxxx 100738 |
| If to Assignee: | Xxxx 0000, 0/X, #0 Xxxxxxxxxx Xxxx, |
| Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx |
or to
such other address as such party may indicate by written notice delivered to the
other party hereto in accordance herewith.
2.4 Should
any clause or any part of any Clause contained in this Agreement be declared
invalid or unenforceable for any reason whatsoever, all other clauses or parts
of clauses contained in this Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first written
above.
ORIENT
COME HOLDINGS LIMITED
By: /s/ Xx Xxxx
Name: XX
XXXX
Its: DIRECTOR
K'S
MEDIA BROADCASTING LTD. CO.
By: /s/ Xxx
Xxx
Name: XXX
XXX
Its: LEGAL
REPRESENTATIVE
CONSENT:
By: /s/ Xx
Xxxx
Name: XX
XXXX
Its: CHAIRMAN
BEIJING
K'S MEDIA ADVERTISING LTD. CO.
By: /s/ Xxx
Xxx
Name: XXX
XXX
Its: DIRECTOR
