KBS International Holdings Inc.: Exhibit 10.29 - Filed by newsfilecorp.com






Exhibit 10.29

bayPeak LLC

FINANCIAL ADVISORY AGREEMENT 



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”). 




W I T N E S S E T H: 

: 

WHEREAS, the Company desires to engage Consultant to provide
certain financial advisory as specifically enumerated below commencing as of the
date hereof related to the Financing, and the Merger Transaction, and the
Consultant is willing to be so engaged; 




NOW, THEREFORE, for and in consideration of the covenants set
forth herein and the mutual benefits to be gained by the parties hereto, and
other good and valuable consideration, the receipt and adequacy of which are now
and forever acknowledged and confessed, the parties hereto hereby agree and
intend to be legally bound as follows: 




1. Retention. As of the date
hereof, the Company hereby retains and the Consultant hereby agrees to be
retained as the Company’s exclusive business consultant and financial advisor
during the term of this Agreement. The Company acknowledges that the Consultant
shall have the right to engage third parties subject to the Company’s approval
to assist it in its efforts to satisfy its obligations hereunder, under the
condition that such third parties shall besubject to this Agreement as if they
were parties to this Agreement. In its capacity as a consultant and financial
advisor to the Company, the Consultant will: 







A. Merger Transaction. The
Consultant shall: 




(i) assist the Company in evaluating
the manner of effectuating a Merger transaction with a shell company domiciled
in the United States (“Merger Transaction”); 




(ii) provide the shell company Bay
Peak 1 Opportunity, Co., domiciled in the United States of America (having no
material liabilities and not being subject to any law suits or proceedings) and
bringing such shell company under contract; it being acknowledged that (a) the
shell company may be a subsidiary or affiliate of Consultant, and (b) the Merger
Transaction shall result in the shareholders of the public shell corporation
retaining control of 5% of all the issued and outstanding common stock of
the public company following consummation of the Financing and the Merger
Transaction, and; 




(iii) assist the Company in capital
raising activities through introductions to potential investors (which may or
may not be affiliates of Bay Peak llc) that achieve no less than $5 million USD
but not more than $10 million USD simultaneously with the consummation of Merger
Transaction (a “Financing”), which Financing shall be on terms and
conditions as represented in Exhibit A “the Term Sheet”. (It is understood that
the Consultant is not an “investment banking” firm or “broker-dealer”). 




2. Authorization. Subject to the terms and conditions of
this Agreement, the Company hereby appoints the Consultant to act on a best
efforts basis as its consultant during the Authorization Period (as hereinafter
defined). The Consultant hereby accepts such appoint, with it being expressly acknowledged that the Consultant is acting
in the capacity of independent contractor and not as agent of either the
Company, the restructured company or the public company. It is expressly
acknowledged by the Company that the Consultant shall not render legal or
accounting advice in connection with the services to be provided herein. 




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3. Authorization Period. The Consultant’s engagement
hereunder shall become effective on the date hereof and will automatically
terminate (the “Termination Date”) on the first to occur of the
following: (a) the discovery by the Consultant of a material and non-curable due
diligence matter concerning the Company that would preclude the completion of
either the Financing or the Merger Transaction, (b) he Company’s breach of its
covenants set forth in Section 6. Hereof, (c) upon the close of the
Financing and Merger Transaction or (d) in the case of a Financing or Merger
Transaction not closing, then this engagement shall terminate on April 15, 2011.
This Agreement may be extended beyond the Termination Date if both parties
mutually agree in writing. This Agreement shall also terminate upon the mutual
decision, and signed release agreement, by the parties not to move forward with
either the Financing or the Merger Transaction. 




4. Compensation. In consideration for the services
described in this Agreement, the Company shall compensate the Consultant as
follows: 




A. Advisory Fee. The Company
shall pay the Consultant an Advisory Fee of $500,000 in cash, by wire transfer
to the account or accounts identified by Consultant, immediately upon the
closing of the Financing. 




B. Equity Participation.




(i) Immediately following the
consummation of the Financing and Merger Transaction, the Company shall issue
and deliver to the Consultant the number of shares of Common Stock of the post-transaction Company then equal to
3% of total then issued and outstanding shares of capital stock (the
“Shares”). The Company further agrees that all shares issued to
Consultant hereunder shall have “piggyback registration rights” whereby such
shares will be included in the next registration statement filed by the company. 




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(ii) The Company shall cause to be
issued a certificate or certificates representing the Shares and a written
opinion of counsel for the Company stating that such Shares are validly issued,
fully paid and non-assessable and that the issuance and eventual transfer of
them to Consultant has been duly authorized by the Company. The Company warrants
that all Shares issued to Consultant pursuant to this Agreement shall have been
validly issued, fully paid and non-assessable and that the issuance and any
transfer of them to Consultant shall have been duly authorized by the Company’s
board of directors. 




(iii) Consultant acknowledges that the
Shares have not been registered under the Securities Act of 1933, and
accordingly are “restricted securities” within the meaning of Rule 144 of the
Act. As such, the Shares may not be resold or transferred unless the Company has
received an opinion of counsel reasonably satisfactory to the Company that such
resale or transfer is exempt from the registration requirements of that Act.





C. Break-Up Fee.




(i) If the Company (i) breaches
Section 5 or Section 6 hereof, or (ii) terminates this agreement in accordance
with Section 3(a) and 3(b), or (iii) unilaterally decides not to proceed with
the Merger Transaction or the Financing as provided in the Term Sheet, or
otherwise fails to reasonably participate in or assist in efforts to effectuate
a Merger Transaction or Financing (each, a “Termination Event”), the Company
agrees to compensate the Consultant for all its losses suffered as a result of
the Company’s breach of this Agreement including, but not limited to, all of its
costs and expenses for provision of services under this Agreement together with a break-up fee
in the amount of $300,000 USD (collectively, the “Break-Up Fee”), payable in
cash by wire transfer to an account or accounts identified by Consultant. Such
payment shall be made within 3 business days after a Termination Event. 




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(ii) Anything to the contrary in
subsection (i) notwithstanding, Consultant acknowledges and agrees that Company
is in the process of effecting a corporate restructuring which is expected to be
completed following the Merger Transaction and Financing and, in no event, shall
Consultant pursue any claim for and/or be entitled to the Break-Up Fee in
connection therewith. 




D. Compensation and Expense
Reimbursements. Immediately upon consummation of the Financing Transaction,
the Consultant will be reimbursed for all of the Consultants expenses, a
non-recourse amount of $100,000 from the proceeds of the Financing. 




5. Non-Circumvention. The Company agrees that it will
not make contact, directly or indirectly, written, oral, electronic or by any
other medium of contact with third parties to whom they have been introduced by
Consultant hereto, without the prior express written consent of Consultant. The
Company further agrees that neither they nor their affiliates shall enter into
any negotiations or agreements, verbal, written or otherwise, with third
parties, (and shall terminate any current negotiations) with respects to any
merger or financing hereto without the express written consent of Consultant.
The Company hereto accepts and understands that any overt action of
circumvention or unauthorized disclosure shall constitute a breach of trust and
shall be considered a breach of all terms and conditions of this Agreement. Such
action shall be subject to judicial action and recompense. It is further agreed
that in the event the Company circumvents Consultant, or discloses information,
including but not limited to the Term Sheet, to an outside party which results
in, but not limited to, injury or loss of consideration to Consultant, the
Company shall be liable to Consultant. The Consultant must bring an action to
recover payment or other compensation pursuant to the terms of this Agreement
within one year from the Termination Date, Consultant shall be entitled to
reasonable attorneys fees and expenses as may be awarded, and recovery for
liquidated damages as may be awarded by and through any legal process or
jurisdiction. 




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6. Representations and Covenants. It is understood that
the Company, and not Consultant, is responsible to perform any and all due
diligence on any lender or equity purchaser introduced to it by Consultant under
this Agreement, prior to Company receiving funds. The Consultant acknowledges
that, to the best of its knowledge, (i) the performance of the services set
forth under this Agreement will not violate any rule or provision of any
regulatory agency having jurisdiction over the Consultant, and (ii) Consultant
and its officers and directors are not the subject of any investigation, claim,
decree or judgment involving any violation of the SEC or securities laws. The
Company acknowledges that, to the best of its knowledge, that (i) it has not
violated any rule or provision of any regulatory agency having jurisdiction over
the Company and (ii) the Company is not the subject of any investigation, claim,
decree or judgment involving any violation of the SEC or securities laws. The
Company also warrants and represents that all oral communications, written
documents or materials furnished to Consultant by the Company with respect to
financial affairs, operations, profitability and strategic planning of the
Company are accurate and Consultant may rely upon the accuracy thereof without
independent investigation. The Company will protect, indemnify and hold harmless
Consultant against any claims or litigation including any damages, liability,
cost and reasonable attorney's fees as incurred with respect thereto resulting
from Consultant's breach of the representations and covenants set forth herein
or from communication or dissemination of any information, documents or
materials. 




7. Limitation of Liability. To the fullest extent
permitted by applicable laws, in no event shall Company’s or its affiliates’ or
any of its or their directors’, officers’, or employees’ total collective and
aggregate liability hereunder or arising out of or in connection with or
otherwise related in any way to this agreement exceed US$500,000. 




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8. Legal Representation. The Company acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. The Consultant represents that it has consulted with independent legal counsel and/or tax,
financial and business advisors, to the extent the Consultant deemed necessary. 






9. Status as Independent Contractor. The Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company.  Neither party to this Agreement shall represent or
hold itself out to be the employer or employee of the other.  The Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as
to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by the Consultant and the Company shall have no responsibility or duties regarding such matters. Neither
the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound. 





10. Attorney's Fee. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or
related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.






11. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party. 





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12. Notice. Any consent or notice required under this
Agreement by on party to the other shall be in writing in both Chinese and
English and shall be delivered in person or by Federal Express (or other
recognizing international courier service requiring signature upon receipt) or
by facsimile or email (as evidenced by a paper copy of such email). Such notice
shall be deemed effective upon receipt or, in case of facsimile or email, upon
written confirmation of receipt by the other party (such confirmation to be
transmitted in person, by email or international courier as provided above). For
purposes of notice, the addresses of the parties shall be as follows: 




	 	To Company: 	Address: 	 
	 	  	Xinfengge Building, 	 
	 	  	Baogaiyupu Industrial District, 	 
	 	  	Shishi City, Fujian Province, PRC 	 
	 	  	Post Code: 362700 	 
	 	  	Attn: Mr. Yan Ke Yan 	 
	 	  	Tel: 86-595-88896198 	 
	 	  	Fax: 86-595-88853196 	 



	 	To Consultant: 	Address: 	 
	 	  	169 Bolsa Ave. 	 
	 	  	Mill Valley, CA 94941 	 
	 	  	Attn: Cory Roberts 	 
	 	  	Tel: 415-287-4080 	 
	 	  	cory@baypeak.com 	 


13. Choice of Law, Jurisdiction and Venue. This
Agreement shall be governed by the laws of the Peoples Republic of China and any
dispute arising hereunder shall be submitted for binding arbitration to the
China International Economic & Trade Arbitration Commission. The arbitration
award is final and binding on both parties. 




14. Assignment. Neither party may assign or otherwise
transfer (whether by assignment, operation of law, merger, or otherwise) this
Agreement, or any of its rights, obligations or claims under this Agreement,
without the other party’s prior written consent,
except that Company may assign this Agreement or its rights or obligations to its affiliates as a result of restructuring for the purpose of the transactions contemplated in this Agreements. 




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15. Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and supersedes all other prior agreements, understandings and negotiations, both written and oral, among the parties
with respect to the subject matter of this Agreement. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge
is sought. It is understood that this Agreement will be prepared and executed in both the English and Chinese languages, with both versions having legal efficacy.  If a dispute arises as to the interpretation of a particular provision of this
Agreement because of differences between the Chinese and English languages, the English version shall prevail. 





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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written. 




	 	The Consultant: 
	 		  
	 	 	 
	 	Bay Peak LLC 
	 	 
	 	By/
    	:
    ___________________________________
	 	  	   Cory Roberts 
	 	Its: 	   President 
	 		 
    
	 	 	 
	 	Hongri International Holding Co.
      Ltd: 
	 	  	  
	 	
    
	 	 	 
	 	By/	:
    ___________________________________
	 	Its: 	   Executive Director/CEO 
	 	 
    	 
    
	 	 
	 	Hongri (Fujian) Sports Goods Co.,
      Ltd: 
	 	  	  
	 	
    
	 	 
	 	By:___________________________________
	 	Its: 	   Executive Director/CEO
  
	 	
    	
    


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