CONSULTING AGREEMENT
AGREEMENT
made as
of June 29, 2007, by and between China Venture Partners, Inc., a Delaware
corporation with offices at 00 Xxxx Xxxxxx - Xxxxx 000, Xxx Xxxx, Xxx Xxxx
00000
(hereinafter referred to as "Consultant") and China Shoe Holdings, Inc., a
Nevada corporation "Company").
WHEREAS,
the
Company desires to continue to obtain the benefit of the services of Consultant
to provide the services hereinafter set forth during a six month period
commencing June 1, 2007 and ending December 1, 2007; and
WHEREAS,
Consultant desires to render such services to the Company;
NOW,
THEREFORE,
in
consideration of the mutual covenants and conditions herein contained and the
acts herein described, it is agreed between the parties as follows:
1. The
Company hereby engages and retains Consultant and Consultant hereby agrees
to
render services and advice to the Company, for a six (6) month period commencing
June 1, 2007 and ending December 1, 2007.
2. The
services to be rendered by Consultant shall consist of advice and opinions
to
the Company concerning, but not limited to, consulting with management
concerning relations with broker-dealers, availability of opportunities to
expand the Company's investor base, support and strategic planning for the
Company's relationships with investors and the financial community introductions
to research analysts as well as aid in preparing presentations to the investment
community. Consultant may also seek and evaluate acquisition candidates for
the
Company. Consultant shall have the sole discretion as to the form, manner and
place in which said advice shall be given and the amount of time to be devoted
to serve under this Agreement. Except as provided hereinafter, an oral opinion
by Consultant to the Company shall be considered sufficient compliance with
the
requirements of this paragraph. From time to time, however, the Company may
request that Consultant render a written report in connection with specific
advice it may give to the Company and Consultant shall submit such report in
writing. Consultant shall devote to the Company only such time as it may deem
necessary, and when reasonably requested by the Company, and shall not by this
Agreement be prevented or barred from rendering services of the same or similar
nature, as herein described, or services of any nature whatsoever for or on
behalf of persons, firms or corporations other than the Company. The Company
recognizes the Consultant provides services to other clients. Consultant agrees
and acknowledges that none of the services to be performed by it under this
Agreement involve or include the offer or sale of securities in a
capital-raising transaction or advice with respect to mergers or acquisitions.
The Company acknowledges that it has already received substantial services
from
the Consultant and its beneficial owners.
3. The
Company shall compensate the Consultant for the availability of its services
during the six month period of this Agreement by:
(i) The
issuance of 15, 185,000 shares of its common stock, par value $.001 (the
“Shares”). The Shares shall be deemed fully paid and earned on issuance. The
parties agree that the shares shall have a value equal to their par value and
an
aggregate value of $15,185. Consultant may reassign all or a portion of the
Shares to designees, provided the same make suitable investment representations;
(ii) In
connection with any Merger or other Acquisition where the acquired company
was
introduced to the Company by the Consultant payment, in cash, upon the closing
of the transaction (unless the Consultant and the Company shall mutually agree
to a payment other than in cash) based upon the value of the transaction with
any of the Company’s securities being valued at their market value at the time
of the transaction based on the following formula:
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(A)
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5%
of the first one million ($1,000,000) dollars of the value of the
transaction;
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(B)
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4%
of the amount of the value of the transaction in excess of one million
($1,000,000) dollars up to and including two million ($2,000,000)
dollars;
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(C)
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3%
of the amount of the value of the transaction in excess of two million
($2,000,000) dollars up to and including three million ($3,000,000)
dollars;
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(D)
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2%
of the amount of the value of the transaction in excess of three
million
($3,000,000) dollars up to and including four million ($4,000,000)
dollars; and
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(E)
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1%
of the amount of the value of the transaction in excess of four million
($4,000,000) dollars.
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The
payment of fees under this sub-paragraph (ii) shall apply to any merger or
acquisition which is consummated with any party introduced to the Company be
the
Consultant during the term of this Agreement or within two years
thereafter.
For
purposes of this Agreement, “Merger or Acquisition” means (A) any transaction or
series of transactions whereby, directly or indirectly, (i) 50% of the assets,
revenues or income of the Company or any of its subsidiaries or affiliates
or
(ii) more than 50% of the capital stock of the Company or any of its
subsidiaries or affiliates is acquired, licensed or leased, with or without
a
purchase option, by another party or parties or is transferred to another party
or parties in any manner, including by way of stock purchase, sale, or exchange,
merger, consolidation, reorganization, recapitalization, liquidation, joint
venture or partnership, minority investment, tender or exchange offer, open
market or negotiated purchase or any similar transaction or any combination
of
the foregoing or (B) any transaction or series of transactions whereby, directly
or indirectly, (i) 50% of the assets, revenues or income of any other entity
or
(ii) more than 50% of the capital stock of any other entity is acquired,
licensed or leased, with or without a purchase option, by the Company or any
of
its subsidiaries or affiliates or is transferred to the Company or any of its
subsidiaries or affiliates in any manner, including by way of stock purchase,
sale, or exchange, merger, consolidation, reorganization, recapitalization,
liquidation, joint venture or partnership, minority investment, tender or
exchange offer, open market or negotiated purchase or any similar transaction
or
any combination of the foregoing.
(iii) The
Company shall not be liable for out of pocket expenses of the Consultant unless
approved in advance by the Company. The Company shall reimburse the Consultant
for any approved out-of-pocket disbursements and expenses in connection with
services rendered, upon submission of substantiation therefore.
4. The
Company agrees to indemnify and hold harmless Consultant, its officers,
directors, employees and agents and each person, if any who controls the
Consultant, against any and all loss, liability, claim, damage and expense
whatsoever (including but not limited to attorneys' fees and any and all expense
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever) arising out
of
or based upon any untrue or alleged untrue statement of a material fact
contained (i) in any information provided to Consultant by the Company or (ii)
arising out of Consultant’s services.
If
any
action is commenced against the Consultant or any of its officers, directors,
employees, agents or controlling persons (an indemnified party) in respect
of
which indemnity may be sought against the Company pursuant to the foregoing
paragraph, such indemnified party or parties shall promptly notify the
indemnifying party in writing of the commencement of such action and the
indemnifying party shall assume the defense of such action, including the
employment of counsel (satisfactory to such indemnified party or parties) and
payment of expenses. Such indemnified party or parties shall have the right
to
employ its or their own counsel in any such case but the fees and expenses
of
such counsel shall be at the expense of such indemnified party in connection
with the defense of such action or the indemnifying party or parties unless
the
employment of such counsel shall have been authorized in writing by the
indemnifying party in connection with the defense of such action or the
indemnifying party shall not have employed counsel to have charge of the defense
of such action or such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are different
from or additional to those available to the indemnifying party (in which case
the indemnifying party shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying party. Anything in
this paragraph to the contrary notwithstanding, the Company shall not be liable
for any settlement of any such claim or action effected without its written
consent. The Company agrees promptly to notify the Consultant of the
commencement of any litigation or proceeding against the Company or any of
its
officers or directors in connection with any matter covered by the services
to
be rendered by Consultant.
None
of
Consultant its officers, directors, employees, affiliates, subsidiaries, agents
or controlling persons shall have any liability to the Company, its subsidiaries
or affiliates or any person asserting a claim on behalf of or in the right
of
the Company or its subsidiaries or affiliates in connection with or as a result
of Consultant’s engagement hereunder or any matter referred to herein, except to
the extent that a loss, claim, liability, damage or expense incurred by the
Company or its subsidiary or affiliate is finally determined by a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct or fraud of the person or entity performing services hereunder.
The
Company, for itself and for anyone claiming through it or in its name or on
behalf of its security holders or other owners irrevocably waives any right
it
may have to a trial by jury with respect to relative to or arising under this
Agreement or Consultant’s engagement hereunder. Without the prior written
consent of Consultant, which shall not be unreasonably withheld, the Company
shall not settle, compromise, or consent to the entry of a judgement in any
pending or threatened claim, action or proceeding if, following such event,
indemnity against the Consultant or its officers, directors, employees
affiliates subsidiaries, agents, or controlling persons may be
sought.
5. The
Company agrees that in the event it shall seek any debt or equity financing
during the term of this agreement, it shall, before proceeding with such
financing, offer the same to Consultant by a written notice addressed to
Consultant at the address. Consultant shall, upon receipt of such notice, have
thirty days to determine whether it shall arrange financing for the Company
on
similar terms. If Consultant does not determine to exercise its right of first
refusal as provided herein and the Company may go forward with such financing.
However, if the terms of such financing thereafter materially change, the
Company shall again offer such financing to Consultant pursuant to this right
of
first refusal. In the event Consultant is able to arrange financing under this
paragraph, or otherwise arrange financing for the Company, Consultant shall
receive, at nominal cost, warrants to purchase 15% of the money raised at the
same terms as such financing. The Company represents that it will obtain waivers
of any conflicting rights of first refusal within thirty days of the date
hereof. This right of first refusal shall be subordinate to any right of first
refusal granted to the underwriter of the Company’s initial public
offering.
6. This
instrument contains the entire agreement of the parties. There are no
representations or warranties other than as contained herein, and there shall
not be any liability to Consultant for any services rendered to the Company
pursuant to the terms of this Agreement. No waiver or modification hereof shall
be valid unless executed in writing with the same formalities as this Agreement.
Waiver of the breach of any term or condition of this Agreement shall not be
deemed a waiver of any other of subsequent breach, whether of like or of a
different nature.
7. This
Agreement shall be construed according to the laws of the State of New York
as
they are applied to agreements executed and to be performed entirely within
such
State and shall be binding upon the parties hereto, their successors and
assigns.
IN
WITNESS WHEREOF,
the
parties hereto have caused these presents to be signed and their respective
seals to be hereunto affixed the day and year first above written.
| China Venture Partners, Inc. | ||
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| By: | /s/ | |
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Haining Zhang, President |
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| China Shoe Holdings, Inc. | ||
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| By: | /s/ | |
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