Unassociated Document


     

    WAIVER

     

     

    This
waiver (the “Waiver”) to certain provisions of the Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock (the
“Certificate”) of QKL Stores Inc., a Delaware corporation (the “Company”), is
dated and entered into as of March ___, 2010, by and among the Company and the
undersigned holder of Series A Preferred Shares (the
“Shareholder”).  Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Certificate.

     

    WHEREAS,
the Certificate was filed with the Delaware Secretary of State on March 13,
2008; and

     

    WHEREAS,
pursuant to Section 5(e) of the Certificate, the holders of Series A Preferred
Stock had certain anti-dilution protections in the event the Company issued any
Common Stock Equivalents at a price per share less than $1.70; and

     

    WHEREAS,
the Company has requested that the Shareholder waive any rights the Shareholder
may have pursuant to Section 5(e) of the Certificate;

     

    NOW
THEREFORE, the undersigned hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Waiver.  The
      Shareholder hereby agrees to waive any and all rights that the Shareholder
      may have pursuant to Section 5(e) of the Certificate and agrees that the
      Shareholder shall not be entitled to any securities that would have been
      issuable pursuant to Section 5(e) of the Certificate since December 31,
      2008.

            


    

     

    
      	
               
      

            	
              2.

            	
              Effect on
      RRA.  The parties hereto acknowledge and agree that, due
      to an administrative error, the Certificate was not formally amended on
      December 31, 2008, and that, in accordance with the intention of the
      parties, this Waiver shall be retroactive from and including, December 31,
      2008.

            


    

     

    
      	
               
      

            	
              3.

            	
              Governing Law;
      Jurisdiction. This Waiver shall be governed by and construed in
      accordance with the laws of the State of New York applicable to contracts
      made and to be performed in the State of New
  York.

            


    

     

    
      	
               
      

            	
              4.

            	
              Counterparts.
      This Waiver may be executed in two or more counterparts, all of which
      shall be considered one and the same agreement and shall become effective
      when counterparts have been signed by each party and delivered to the
      other party.

            


    

     

    
      	
               
      

            	
              5.

            	
              Severability.
      If any provision of this Waiver shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the
      validity or enforceability of the remainder of this Waiver or the validity
      or enforceability of this Waiver in any other
  jurisdiction.

            


    

     

    [SIGNATURE
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    IN
WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
as of the date first indicated above.

     

    


     

    
      	 
      	
              The
      Company:

            
	 
      	
              QKL
      STORES INC.

              By:________________________________

              Name:
      Zhuangyi Wang

              Title:
      CEO

               

            
	 
      	
              The
      Shareholder:

            
	 
      	 
      
	 
      	
              [________]

              By:_______________________________

              Name:

              Title:

               

              No.
      of Series A Preferred Shares:
___________