AMENDMENT NO. 4 TO THE ESCROW AGREEMENT
AMENDMENT
NO. 4 TO THE ESCROW AGREEMENT
This
Amendment No. 4 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
10,500,000 new restricted common shares of KGLK will be distributed to Party B
Shareholders according to the following terms and conditions:
“Not
later than 90 days after the end of the first anniversary of this Agreement” has
been changed to “Not later than 30 days after the Form 10K for the period ended
April 30, 2009 filed with SEC”
2. Change the performance threshold dates from December 31 to April
30.
3. Add that the Company will determine whether to cancel the shares
after Form 10K for the period ended April 30, 2009 filed with SEC if the
threshold is not achieved.
4. In the event of any inconsistency between any of the terms and conditions of
this Amendment No. 4 to the Escrow Agreement and the Amendment No.1, No.2 and
No.3 to the Escrow Agreement, the terms and conditions of this Amendment No. 4
to the Escrow Agreement shall prevail and control. Except as amended
by this Amendment No.4 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.4 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: August
4, 2009 By:
/s/ Xxxx
Xxx
Name:
Xxxx
Xxx
Its:
Director
Orient
Come Holdings Limited
Dated: August
4,
2009
By:/s/ Xx
Xxxx
Name: Xx
Xxxx
Its:
Director
Beijing
K's Media Advertising Ltd. Co.
Dated: August
4,
2009
By: /s/ Xxx
Xxx
Name: Xxx
Xxx
Its:
Director
Xxxxxxx
& Xxxxxxx LPA
By: /s/ Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
Party
B Shareholders
See
Schedule A
Schedule
A
/s/ Xxxx
Xxxx
Xxxx
Xxxx
/s/ Xxxxx
Xxx
Xxxxx
Xxx
/s/ Xx,
Xxxx
Xx,
Xxxx
/s/ Xx,
XxXxxx
Xx,
XxXxxx
/s/ Xxxx,
QingYa
Wang,
QingYa
