KBS International Holdings Inc.: Exhibit 10.32- Filed by newsfilecorp.com











Exhibit 10.32



KBS INTERNATIONAL HOLDINGS INC.




AMENDMENT NO. 1 TO THE INVESTOR MAKE GOOD SIDE LETTER AGREEMENT


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. 


Capitalized but undefined terms herein shall have the meanings ascribed thereto in the Make Good Agreement (as defined below). 


RECITALS




A.         The Company completed a private placement (the “Private Placement”) with the Financing Investors in March 2011 and simultaneously, a share exchange (the “Share Exchange”) with the Controlling Stockholders in respect of such
stockholders’ shares in Hongri International holdings Limited (“Hongri”), a British Virgin Islands company; 


B.          In connection with the Private Placement, the Company, the Controlling Stockholders, the Financing Investors, the Initial Investors and the Investors’ Representative entered into an Investor Make Good Side Letter Agreement dated on March 11,
2011 (the (“Make Good Agreement”), pursuant to which the Controlling Stockholders agreed to put in escrow up to 4,000,000 of the shares of Common Stock issued thereto in the Share Exchange in guaranty certain financial performance targets
of the Company set forth in the Make Good Agreement; 


C.          As one of the financial performance targets of the Company set forth in the Make Good Agreement, Hongri’s Actual 2010 Net Income (“2010 Target”) exceeded $11,500,000; and


D.          The undersigned deem it in their mutual interests to amend the Make Good Agreement to the effect that the Financial Investors and the Investors’ Representative agree to the release of certain escrow shares to the Controlling Stockholders
upon the achievement of the 2010 Target. 


NOW, THEREFORE, the parties to this Amendment hereby agree as follows: 


1.          Section 1(g) of the Make Good Agreement is hereby amended in its entirety as
follows with immediate effect:













“Notwithstanding the foregoing, if prior to December 31, 2011, the Company becomes listed on the Stock Exchange of Hong Kong Limited, the New York Stock Exchange (the “NYSE”), The NYSE Amex, the NASDAQ Global Select Market, or the
NASDAQ Global Market (together, the “NASDAQ”) and has a minimum market capitalization of at least $175 million (based on
the closing price of the Common Stock as listed on such an exchange), then no additional shares shall be issuable after the date of such event under Sections 1(a) through 1(e) and the Escrowed Shares remaining in the escrow account created pursuant
to Section 1(f) shall be released to the Controlling Stockholders without any action required by the Investors’ Representative or the Investors. Notwithstanding anything to the contrary in the foregoing, in the event that the Company
delivers the 2010 Audit to the Investors’ Representative prior to or on the date hereof showing that the 2010 Target has been achieved, an aggregate of 2,000,000 shares shall be released from the escrow account immediately to the
Controlling Stockholders pro rata to their respect in interest in the total of 4,000,000 Escrow Shares, without any action required by the Investors’ Representative or the Investors and the shares remaining in the escrow account
shall continue to be subject to, and remain releasable only upon the achievement of, the performance target set forth in Section 1(b)”. 



2.          Except as expressly modified herein, the Make Good Agreement, as amended, shall remain in full force and effect. 


 


 


 


 


 


2













IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


Very truly yours,




KBS INTERNATIONAL HOLDINGS INC.


(F.K.A. BAY PEAK 1 OPPORTUNITY CORP.)


By: /s/ Keyan Yan 

Name: Keyan Yan 

Title: Chief Executive Officer


 


 


 


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


CONTROLLING STOCKHOLDERS:




/s/ Chan Sun Keung                                                            

Printed Name: Chan Sun Keung



Address for Notice: 

Room 616 6/F, Cheuk Wah House 

Hing Wah Estate, Chai Wan, Hong Kong




Fax: 

Email:




/s/ Cheung So Wa                                                               

Printed Name: Cheung So Wa



Address for Notice: 

Room 2303, Luk Yat House, Yat Tung Estate

Tung Cheng, N.T. Hong Kong 




Fax: 

Email:


 


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


INVESTORS’ REPRESENTATIVE:




/s/ David Steele                                                                          

Name: David Steele



Address for Notice: 

3111 Del Rio Drive 

North Vancouver, BC V7N 4C3


Fax: 604-909-2909 

Email: steeledave@shaw.ca



 


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


FINANCING INVESTOR:




CHINA — GROUND FLOOR HOLDINGS, L.P. 


By: Ground Floor Capital, LLC




By: /s/ David Steele                                                                
 



Name: David Steele 



Title: _____________________________________


Address for Notice: 

8090 N. 85th Way, Suite 101 

Scottsdale, AZ 85258 



Telephone: 604-980-8407 

Fax: 604-909-2909 

Email: groundfloorcapitalinc@gmail.com



With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

Attention: Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508 

Facsimile: 402-435-4239



 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


FINANCING INVESTOR:




CHINA — GROUND FLOOR HOLDINGS VI, L.P. 


By: Ground Floor Capital II, LLC




By: /s/ David Steele 

Name: David Steele 

Title:

Address for Notice: 

8090 N. 85th Way, Suite 101 

Scottsdale, AZ 85258 

Telephone: 604-980-8407 

Fax: 604-909-2909 

Email: groundfloorcapitalinc@gmail.com

With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

Attention: Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508 

Facsimile: 402-435-4239 




[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


FINANCING INVESTOR:




CHINA CANADIAN OPPORTUNITY, L.P.


By: Ground Floor Capital (China), Inc.




By: /s/ David Steele                                                                     



Name: David Steele 



Title: _______________________________________


Address for Notice: 

8090 N. 85th Way, Suite 101 

Scottsdale, AZ 85258



Telephone: 604-980-8407 

Fax: 604-909-2909 

Email: groundfloorcapitalinc@gmail.com


With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

Attention: Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508 

Facsimile: 402-435-4239



 


 


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


FINANCING INVESTOR:




CHINA CANADIAN OPPORTUNITY VI, L.P.


By: Ground Floor Capital (China 88), Inc.




By: /s/ David Steele                                                                      



Name: David Steele 



Title: _______________________________________


Address for Notice: 

8090 N. 85th Way, Suite 101 

Scottsdale, AZ 85258 



Telephone: 604-980-8407 

Fax: 604-909-2909 

Email: groundfloorcapitalinc@gmail.com



With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

Attention: Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508 

Facsimile: 402-435-4239



 


 


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


INITIAL INVESTOR: 



KEMA MANAGEMENT, LTD.




By: /s/ David Steele                                                                     



Name: David Steele



Title: _______________________________________


Address for Notice: 

3111 Del Rio Drive 

North Vancouver, BC V7N 4C3



Telephone: 604-980-8407 

Fax:

Email: steeledave@shaw.ca



With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

Attention: Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508 

Email: ghornung@scudderlaw.com


 


 


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


INITIAL INVESTOR:




/s/ Christopher E. Jensen                                                       

Name: Christopher E. Jensen

Title: Individual



Address for Notice: 




Telephone: 602-570-3661 

Fax:

Email: chris@pvcapgroup.com



With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

c/o Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508 



Email: ghornung@schudderlaw.com


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 


INITIAL INVESTOR: 



JENSEN CHILDREN IRREVOCABLE

TRUST, DATED MAY 25, 2010 




By: /s/ Christopher E. Jensen                                                                            

Name: Christopher E. Jensen 

Title: Trustee



Address for Notice:



20645 North Pima Road, Suite #140 

Scottsdale, AZ 85255



Telephone: 602-570-3661 

Fax:

Email: chris@pvcapgroup.com



With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

c/o Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508



Email: ghornung@schudderlaw.com


 







[Signature Page to Amendment No. 1 To Make Good Agreement]











INITIAL INVESTOR:


BAY PEAK, LLC 


By: /s/ Cory Roberts                                                                       


Name: Cory Roberts 

Title: President 


Address for Notice: 

169 Bolsa Avenue 

Mill Valley, CA 94941 


Telephone: 

Fax:

Email: cory@baypeak.com 


With a copy to: 

Scudder Law Firm, P.C., L.L.O. 

c/o Adam Hornung 

411 South 13th Street, Suite 200 

Lincoln, NE 68508 


Email: ghornung@schudderlaw.com


 


 


[Signature Page to Amendment No. 1 To Make Good Agreement]