Ks Media (GREY:KVME)

Formed via a reverse merger transaction on On January 18, 2008.

A total of 7,875,000 (75%) of the Escrow Shares are being held as security for the achievement of the following signed sale objectives.

(i) on the first anniversary date in fiscal year 2008 (the “2008 Performance Threshold”) a maximum of 2,625,000 escrow shares will be released upon achievement of greater than $1,900,000 in signed sales.

If less than $1,900,000 in signed sales is achieved, the escrow shares will be released on a proportional basis to achieved signed sales.

If sales during the 2008 Performance Threshold should be less than $1,059,000 no escrow shares will be released.

(ii) on the second anniversary date in fiscal year 2009 (the “ 2009 Performance Threshold ”) a maximum of 2,625,000 escrow shares will be released upon achievement of $14,380,000 in signed sales.

If less than $14,380,000 in signed sales is achieved, the escrow shares will be released on a proportional basis to achieved signed sales.

If sales during the 2009 Performance Threshold should be less than $7,990,000 no escrow shares will be released.

In addition unreleased escrow shares from the 2008 Performance Threshold can be released in fiscal year 2009 if greater than 90% of the $14,380,000 sales threshold is achieved.

(iii) on the third anniversary date in fiscal year 2010 (the “ 2010 Performance Threshold ”) a maximum of 2,625,000 escrow shares will be released upon achievement of $33,230,000 in signed sales.

If less than $33,230,000 in signed sales is achieved, the escrow shares will be released on a proportional basis to achieved signed sales.

If sales during the 2009 Performance Threshold should be less than $18,460,000 no escrow shares will be released. Subsequent to the third anniversary date all unreleased escrow shares will be canceled.

The remaining 2,625,000 (25%) of the Escrow Shares are issuable to a third party service provider and are being held as security for K's Media entering into advertising agreements with KTV clubs.

If at the end of fiscal year 2008 the third party service provider has signed up less than 300 KTV clubs under advertising agreements with K's Media, then 60% of the Escrowed Shares shall be cancelled.

If at the end of fiscal year 2009 and fiscal year 2010 the third party service provider has facilitated less than 600 advertising agreements per each year, then 20% of these Escrowed Shares shall be cancelled respectively.

Source (8K January 18 2008)

21 million outstanding shares.

This does not include K's Media's Plans to Raise US $5M.

Source: PR Newswire (April 25, 2008)