BAY PEAK 1 OPPORTUNITY CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • Nevada
This Indemnification Agreement (this “Agreement”) is dated as of December 20, 2010, and is between Bay Peak 1 Opportunity Corp., a Nevada corporation (the “Company”), and Chris E. Jensen (“Indemnitee”).
AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • Virgin Islands
This AMENDED AND RESTATED OPTION AGREEMENT (the “Agreement”) (a) is made as of March 9, 2011, with effect from November 16, 2009 (the “Effective Date”), between and among (i) Mr. Chan Sun Keung, an individual citizen of Hong Kong and Miss Cheung So Wa, an individual citizen of Hong Kong (individually and collectively, the “Grantor”); and (ii) Mr. Yan Keyan, an individual citizen of the People’s Republic of China (the “Optionee”), and (b) amends and restates the 2009 Option Agreement as defined below. Each of the Grantor and Optionee is referred to herein as a “Party” and together as the “Parties”. Capitalized terms not otherwise defined have the meanings assigned to them in Exhibit A to this Agreement.
Construction ContractConstruction Contract • August 12th, 2011 • Bay Peak 1 Opportunity Corp.
Made by: Ministry of Housing and Urban-Rural Development of People’s Republic of China State Administration for Industry and Commerce of the People's Republic of China
ESCROW AGREEMENTEscrow Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • Nevada
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of March 11, 2011, by and among Bay Peak 1 Opportunity Corp., a Nevada corporation ( “Bay Peak”), David Steele (the “Investor Representative”), and Deutsche Bank National Trust Company, a national banking association (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Make Good Side Letter (as defined below).
SHARE EXCHANGE AGREEMENT BY AND AMONG BAY PEAK 1 OPPORTUNITY CORP. AND ITS PRINCIPAL SHAREHOLDER AND HONGRI INTERNATIONAL HOLDINGS LIMITED AND ITS SHAREHOLDERS DATED: March 11, 2011Share Exchange Agreement • August 12th, 2011 • Bay Peak 1 Opportunity Corp. • New York
This Share Exchange Agreement, dated as of March ___, 2011, is made by and among Bay Peak 1 Opportunity Corp., a Nevada corporation (the “Acquiror Company”), Cory Roberts (“Roberts”), David Steele (“Steele”) and Christopher E. Jensen (“Jensen” and collectively with Roberts and Steele the “Acquiror Company Principal Stockholders”), each of the persons listed as Company Shareholders on Schedule 3.9 hereto (each a “Company Shareholder” and collectively, the “Company Shareholders”), and Hongri International Holdings Limited, a British Virgin Islands company (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
This consulting agreement (“Agreement”) is effective as of December 20, 2010 (the “Effective Date”) by and between Bay Peak 1 Opportunity Corp., a Nevada corporation, (the “Company”) and bayPeak, llc (the “Consultant”).
Agreement for the sale and purchase Of all the issued shares in VAST BILLION INVESTMENT LIMITEDShare Purchase Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • Hong Kong
BAY PEAK 1 OPPORTUNITY CORP. March 11, 2011Investor Make Good Side Letter Agreement • August 12th, 2011 • Bay Peak 1 Opportunity Corp.
To the persons and entities listed on the signature page hereof and the current stockholders of Bay Peak 1 Opportunity Corp.:
Employment Contract Applicable to the Enterprise in Fujian ProvinceEmployment Contract • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Based on the fair and voluntary negotiation and pursuant to the Employment Contract Law of the People’s Republic of China, and other relevant laws, regulations and rules, the Parties enter into this Employment Contract (the “Contract”), and collectively comply with the terms and conditions as below under this Contract.
Property Lease AgreementProperty Lease Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
According to the Contract Law of People’s Republic of China and related laws and regulations, with respect to the property to be leased by Party A to Party B, for the purpose of identifying the rights and obligations of both Parties, the Parties enter into this Property Lease Agreement (the “Agreement”) on a fair and voluntary basis upon unanimous negotiation.
Trademark Transfer AgreementTrademark Transfer Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Upon consultation, the Transferor and the Transferee hereby agree to enter into this Agreement regarding the transfer of the trademark “KBS” registered in the PRC and legally owned by the Transferor.
Property Use ContractProperty Use Contract • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • Fujian
Party A and Party B have entered into a new Property UseContract (the “Contract”) as of 1st February, 2010, and the Parties agree to terminate the Property Lease Contract executed as of 21st December, 2005 in advance, and it was so terminated as of 1st January, 2009. Party B pays the Rent (the “Rent”) as much as RMB21,815,461.65.
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • California
THIS FINANCIAL ADVISORY AGREEMENT (“Agreement”) is made and entered into as of October 31, 2011 by and between KBS International Holdings Inc., a Nevada corporation, along with its wholly-owned subsidiaries Hongri International Holdings, Inc., a British Virgin Islands company, Roller Rome, Ltd., a British Virgin Islands company, France Cock (China), Ltd., a Hong Kong corporation, Vast Billion Investment Ltd, a Hong Kong Corporation, along with Hongri (Fujian) Sports Goods Co., Ltd, a People’s Republic of China limited liability company and Anhui Kai Xin Apparel Co. Ltd., a People’s Republic of China limited liability company (the combined companies are referred to as the “Company”) and Bay Peak LLC, a California limited liability company (herein referred to as the “Consultant”).
Bizhen chen Keyan Yan and Vast Billion Investment Limited Share Purchase Agreement December 28, 2010Share Purchase Agreement • August 12th, 2011 • Bay Peak 1 Opportunity Corp.
(Party A and Party B shall be respectively referred to as One Party, the Other Party, and collectively referred to as Both Parties.)
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • New York
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into as of November 3, 2011, by and among KBS International Holdings Inc. (f/k/a Bay Peak 1 Opportunity Corp.), a Nevada corporation (the “Company”) and Bay Peak, LLC, a California limited liability company (“Consultant”).
Trademark Licensing ContractTrademark Licensing Contract • August 12th, 2011 • Bay Peak 1 Opportunity Corp. • Macau
Trademark Licensor (Party A): France Cock (China) Limited, Co., Trademark Licensee (Party B): Hongri (Fujian) Sporting Goods Limited, Co.,
Land Use Right Transfer ContractLand Use Right Transfer Contract • August 12th, 2011 • Bay Peak 1 Opportunity Corp.
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
THIS FINANCIAL ADVISORY AGREEMENT (“Agreement”) is made and entered into as of December 10, 2010, by and between Hongri International Holdings, Ltd., a British Virgin Islands company, along with its wholly-owned subsidiaries Roller Rome, Ltd., a British Virgin Islands company, France Cock (China), Ltd., a Hong Kong corporation, Vast Billion Investment Ltd, a Hong Kong Corporation, along with Hongri (Fujian) Sport Goods Co., Ltd, a People’s Republic of China limited liability company (the combined companies are referred to as the “Company”) and Bay Peak LLC, a California limited liability company (herein referred to as the “Consultant”).
Lease AgreementLease Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Upon fair consultation between Party A and Party B, Party A hereby leases the southern factory area of Anhui Fei Ren apparel factory (Fei Neng Spining Company, formerly known as “Yang Lun Embroidery Company”) owned by Party A and with an area of about 5,568 sqm (the “Premises”) to Party B (The boiler house and the setting machine shops in the factory are not leased to Party B). Both parties agree on the following terms:
Employment ContractEmployment Contract • August 12th, 2011 • Bay Peak 1 Opportunity Corp. • Hong Kong
Wah Ying International Investment Inc., a limited liability company incorporated in BVI (the “Company”), with its contact address at Room 2106-7, Hang Seng Building, 339 King’s Road, North Point, Hong Kong, made and entered into an Employment Contract (this “Contract”) with Zhixiong Huang (Hong Kong Identity Card No.: G618598(2)) (the “Employee”) in Hong Kong as of October 28, 2009.
Technology Development Service ContractTechnology Development Service Contract • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Service Provider (Party B): Roller Rome Limited, a limited liability company which was incorporated under the laws of British Virgin Islands, with legal address at Sea Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin Islands.
Trademark Licensing ContractTrademark Licensing Contract • August 12th, 2011 • Bay Peak 1 Opportunity Corp. • Macau
After consistently negotiation between the parties on a voluntarily and good faith basis, the parties enter into this Trademark Licensing Contract (the “Contract”).
Technology Development and Service Contract Supplementary AgreementTechnology Development and Service Contract • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Service Provider (Party B): Roller Rome Limited, a limited liability company which is incorporated under the laws of British Virgin Islands, with legal address at Sea Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin Islands.
HONGRI (FUJIAN) SPORTING GOODS CO., LTD. APPAREL PROCESSING AGREEMENTApparel Processing Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Based on friendly consultation, the parties reached the following agreement regarding the processing of Party A’s products:
Termination AgreementTermination Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
This Termination Agreement is to terminate the agreement entered into by Party A, Party B and Party C on December 18, 2006 (the “Agreement”) whereby Party C shall have the right to acquire and enjoy all of the equity interests of Hongri (Fujian) Sporting Goods Co., Ltd. (“Hongri”).
KBS INTERNATIONAL HOLDINGS INC. AMENDMENT NO. 1 TO THE INVESTOR MAKE GOOD SIDE LETTER AGREEMENTInvestor Make Good Side Letter Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
THIS AMENDMENT NO. 1 (the “Amendment”) THE INVESTOR MAKE GOOD SIDE LETTER AGREEMENT (as defined below) is made as of October 13, 2011, by and among KBS International Holdings Inc. (f.k.a. “Bay Peak 1 Opportunity Corp.”, the “Company”), the undersigned investors of the Company and David Steele, as the Investor Representative.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • Nevada
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2011 by and among Bay Peak 1 Opportunity Corp., a Nevada corporation (the “Company”), and the persons and entities (each, a “Purchaser” and collectively, the “Purchasers”) listed on the Schedule of Purchasers attached as Exhibit A (the “Schedule of Purchasers”).
Franchising Distribution AgreementFranchise Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Party A and Party B based on the principle of mutual benefits, long term cooperation and the long term win-win model to comply with the policy of market development, exclusive distribution and geographic division of Hongri (Fujian) Sporting Goods Co., Ltd., and other relevant cooperation model. Upon the friendly negotiation, both parties hereto covenant and agree as follows:
BAY PEAK 1 OPPORTUNITY CORP. AMENDMENT TO THE INVESTOR MAKE GOOD SIDE LETTER AGREEMENT FOR THE FINAL CLOSING OF THE SHARE EXCHANGE AGREEMENTInvestor Make Good Side Letter Agreement • August 12th, 2011 • Bay Peak 1 Opportunity Corp.
In the final closing of the sale of securities under that certain Common Stock Purchase Agreement dated as of March 11, 2011, PV KBS Holdings, L.P. (“PV Capital”) purchased shares of common stock of Bay Peak 1 Opportunity Corp.
AGREEMENTAgreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores
Based on equality and voluntariness, Party A, Party B and Party C, after full consultation, enter into this agreement to guarantee Party C’s rights and benefits.
BAY PEAK 1 OPPORTUNITY CORP. March 11, 2011Additional Warrant Side Letter Agreement • November 8th, 2011 • KBS International Holdings Inc. • Retail-apparel & accessory stores • New York
This additional warrant side letter agreement (“Side Letter”) is agreed to by and among Bay Peak 1 Opportunity Corp., a Nevada corporation (the “Company”), each of the persons listed on the signature pages hereto as the “Controlling Stockholders,” and the persons and entities listed on the signature pages hereof as “Initial Holders.” The Initial Holders are, or affiliates of, holders of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”). To induce the Initial Holders, or their affiliates, to participate in a financing of the Common Stock (the “Financing”), the Company and the Controlling Stockholders have agreed to certain terms and conditions for the benefit of the Initial Holders.
