Amendment No. 3 to Escrow Agreement dated June 4, 2009

 

 

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 Roetzel & Andress, 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 1	300-600	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.

 

Dated:  June 4, 2009            By: /s/ Jake Wei

Name: Jake Wei                                                            

Its: Director

Dated:  June 4, 2009                      By: /s/ Ke Wang

Name: Ke Wang

Its: Director

Dated:  June 4, 2009                       By:/s/ Kun Wei

Name: Kun Wei                                                      

Its: Director

Dated:  June 4, 2009    

By:

Wang, QingYa

 

Roetzel & Andress LPA

 

By: Joel D. Mayersohn

Joel D. Mayersohn