Amendment No. 4 to Escrow Agreement dated August 4, 2009
EX-10.1_8 4 exhibit10_18.htm AMENDMENT NO.4 TO ESCROW AGREEMENT exhibit10_18.htm
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 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 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/ Jake Wei
Name: Jake Wei
Its: Director
Orient Come Holdings Limited
Dated: August 4, 2009 By:/s/ Ke Wang
Name: Ke Wang
Its: Director
Beijing K's Media Advertising Ltd. Co.
Dated: August 4, 2009 By: /s/ Kun Wei
Name: Kun Wei
Its: Director
Roetzel & Andress LPA
By: /s/ Brian Pearlman
Brian Pearlman
Party B Shareholders
See Schedule A
Schedule A
/s/ Andy Pang
Andy Pang
/s/ Chang Lin
Chang Lin
/s/ Lu, Yong
Lu, Yong
/s/ Wu, LiHong
Wu, LiHong
/s/ Wang, QingYa
Wang, QingYa