Share Exchange AgreementShare Exchange Agreement • January 18th, 2008 • Kinglake Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
This Share Exchange Agreement, dated as of December 23, 2007, is made by and among KINGLAKE RESOURCES, INC., a Nevada corporation (“Acquiror Company”), Orient Come Holdings Limited, a company incorporated in British Virgin Island (“Orient Come” or "Acquired Company"), each of the Persons listed on Schedule I hereto (“Orient Come Shareholders” or "Shareholders"), and Beijing K’s Media Advertisement Ltd. Co., a company organized under the laws of The Peoples' Republic of China (“K’s Media”) (Acquiror Company, Orient Come, Orient Come Shareholders and K's Media are collectively referred to as “All Parties”).
Service AgreementService Agreement • January 18th, 2008 • Kinglake Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement is made and entered into by and between Beijing Kaisixinzhong Advertising Co., Ltd. (hereinafter referred to as “Party A”) and Beijing Shine Multimedia Co., Ltd. (hereinafter referred to as “Party B”).
OPTION AGREEMENTOption Agreement • January 18th, 2008 • Kinglake Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Option Agreement (this “Agreement”) is dated December 23, 2007, and is entered into in Beijing, China between Orient Come Holdings Limited, a company incorporated under the laws of the British Virgin Islands, located at Room 810, Block C2, Oriental Plaza, No. 1 Chang An Street, Beijing, China 100738 (“Party A”), and Beijing K's Media Advertising Ltd. Co., a limited liability company organized under the laws of the PRC (“Party B”), with a registered address at Room 211, No. 31, Yan Xi Street, Yan Xi Economic Zone, Huai Rou District, Beijing, China, and shareholders holding 100% outstanding shares of Party B (the “Shareholders” or "Party C"). Party A and Party B, and Shareholders are referred to collectively in this Agreement as the “Parties.”
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • January 18th, 2008 • Kinglake Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Business Cooperation Agreement (this “Agreement”) is dated December 23, 2007, and is entered into in Beijing, China between Orient Come Holdings Limited, a company incorporated under British Virgin Islands, located at Room 810, Block C2, Oriental Plaza, No. 1 ChangAn Street, Beijing, China 100738 (“Party A”), Kinglake Resources, Inc., a Nevada corporation and the Parent Company of Party A, and Beijing K's Media Advertising Ltd. Co., a limited liability company organized under the laws of the PRC (“Party B”), with a registered address at Room 211, No. 31 YanXi Street, YanXi Economic Zone, HuaiRou District, Beijing, China. Party A and Party B are referred to collectively in this Agreement as the”Parties.”
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • January 18th, 2008 • Kinglake Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated December 23, 2007, and is entered into in Beijing, China between Orient Come Holdings Limited, a company incorporated under the laws of the British Virgin Islands, located at Room 810, Block C2, Oriental Plaza, No. 1 ChangAn Street, Beijing, China 100738 (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (each "Pledgor" and collectively, the “Pledgors”), and Beijing K's Media Advertising Ltd. Co., a limited liability company organized under the laws of the PRC (“Party B” or “Media”), with a registered address at 211 No. 31 YanXi Street, YanXi Economic Zone, Huai Rou District, Beijing, China.
ESCROW AGREEMENTEscrow Agreement • January 18th, 2008 • Kinglake Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Florida
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is made as of December 23, 2007, by and between Kinglake Resources, Inc. (the "KGLK" or "Party A"), a Nevada corporation; Orient Come Holdings Limited, a British Virgin Islands company ("Party A Subsidiary" or "Orient"); and the 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 Arnstein & Lehr LLP, a law firm ("Escrow Agent) (each of the parties hereto is a "Party" and, collectively, they are the "Parties").
