0001144204-10-018020 Sample Contracts

WARRANT AMENDMENT
Warrant Amendment • April 1st, 2010 • QKL Stores Inc. • Retail-grocery stores • New York

This WARRANT AMENDMENT (this “Amendment”) is dated as of March 24, 2010 by and among QKL Stores Inc., a Delaware corporation (the “Company”), and Vision Opportunity China LP. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Warrant (as defined below).

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AMENDMENT No. 2 TO SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • April 1st, 2010 • QKL Stores Inc. • Retail-grocery stores • New York

This Amendment No. 2 (“Amendment No. 2”) to the Securities Escrow Agreement dated as of March 28, 2008 (the “Securities Escrow Agreement”) (as Amended by the Amendment to Securities Escrow Agreement dated as of October 15, 2009, by and among QKL Stores, Inc., a Delaware corporation (the “Company”), Vision Opportunity China LP, a closed-ended investment company incorporated in Guernsey, as representative of the Purchasers (the “Purchaser Representative”), Winning State Investment Limited, a company organized in the British Virgin Islands (the “Principal Stockholder”), and Loeb & Loeb, LLP (the “Escrow Agent”) is made and entered into as of April 1, 2009. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Escrow Agreement (as defined below).

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