Waterbank of America (USA) Inc. Sample Contracts

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TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies

a corporation duly incorporated pursuant to Part 1A of the Companies Act of the Province of Quebec, Canada, with its registered office at 1335, Montée Paiement, in the City of Gatineau, Province of Quebec, J8T 4Y6, intervening in this document as the joint and several debtor of WATER BANK OF AMERICA, represented by Mr. Michel P. Pelletier, duly authorized as he so declares

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

BETWEEN: WATER BANK OF AMERICA INC., a corporation legally incorporated pursuant to the Canada Business Corporations Act, with its registered office at 5, Place Ville-Marie, Montreal, Quebec H3B 2G2, duly represented for the purposes hereof by Mr. Jean Jean Pelletier, authorized to act for the purposes hereof as declared by him;

SECOND ADDENDUM TO THE AGREEMENT FOR SUPPLY OF SPRING WATER AND FIRST ADDENDUM TO THE AGREEMENT FOR THE MANUFACTURE OF SECURED SPRING WATER ICE CUBES AND BOTTLED WATER
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies

BY AND BETWEEN: WATER BANK OF AMERICA INC., corporation duly constituted pursuant to the Canada Business Corporations Act, having its head office at 5 Place Ville Marie, Suite 1108, Province of Quebec, H3B 2G2, herein represented by Mr. José-Francisco Klujsza, duly authorized for the purposes of these presents, as he so declares;

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies

La SOFABO, a limited corporation having a capital stock of 1,301,300 €, having its head office at La Roche sur Yon, 85000, immatriculated with the La Roche sur Yon Register of Commerce and Companies, under number 302135652

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING TRANSLATION ROLLOVER AGREEMENT INTERVENED IN THE JUDICIAL DISTRICT OF MONTREAL, PROVINCE OF QUEBEC, CANADA
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies

BETWEEN: 3841944 CANADA INC., a body politic and corporate duly incorporated under the Canada Business Corporations act, having its place of business situated at 407 McGill Street, Suite 1003, in the City and District of Montreal, herein acting and represented by Michel Pelletier, its president, duly authorized by a resolution (annexe A);

AGREEMENT AMENDING THE ASSISTANCE AGREEMENT DATED APRIL 8, 2004 AND THE ADDENDUM DATED SEPTEMBER 17, 2004
Agreement Amending the Assistance Agreement • October 25th, 2006 • Waterbank of America (USA) Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

BETWEEN: EAU DE SOURCE VITA (2000) INC., a corporation duly incorporated pursuant to Part 1A of the Companies Act of the Province of Quebec, Canada, with its registered office at 1335, Montée Paiement, in the City of Gatineau, Province of Quebec, J8T 4Y6, intervening in this document as the Joint and Co-debtor of WATER BANK OF AMERICA, represented by Mr. Jean-Jean Pelletier, duly authorized as he so declares, Party of the First Part, (hereinafter referred to as the “Beneficiary”),

ASSISTANCE AGREEMENT
Assistance Agreement • October 25th, 2006 • Waterbank of America (USA) Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

a company duly incorporated pursuant to Part 1A of the Companies Act of the Province of Quebec, Canada, with its registered office at 1335, Montée Paiement in the City of Gatineau, Province of Quebec, J8T 4Y6, intervening in this document as the joint and co-debtor of Water Bank of America,

TRANSLATION FOR CONVENIENCE ONLY – NOT LEGALLY BINDING
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies

BY AND BETWEEN : SOCIÉTÉ SOFABO, a limited corporation with a share capital of 8,872,500 FRF, having its head office at La Roche sur Yon (85000) 25 de l’Industrie Blvd., registered at the Business and Corporation Registry of La Roche sur Yon under number 302 135 656, represented by Ms. Renée Chaillou, President of the Board of Directors.

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

Mr. Thierry LACAN, head of a business, born on April 7, 1963 in Paris, 17th arrondissement, of French nationality, married under the regime of the separation of property by contract dated April 6, 1993, residing at 31, rue de la Ferme, Neuilly-sur-Seine, 92200

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

BETWEEN: WATER BANK OF AMERICA INC., a corporation legally incorporated pursuant to the Canada Business Corporations Act, with its registered office at 5 Place Ville-Marie, Montreal, Quebec H3B 2G2, duly represented for the purposes hereof by Mr. Jean Jean Pelletier, authorized to act for the purposes hereof as declared by him;

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING SHARE PURCHASE BY MUTUAL AGREEMENTS OF THE SHARES OF NORTH AMERICAN SPRING WATER (N.A.S.W.) INC. Entered into at Montreal (Quebec) on this 10th day of May 2002
Waterbank of America (USA) Inc. • October 25th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

BETWEEN: 3841944 CANADA INC., corporation duly constituted in virtue of the Canada Business Corporations Act, having its head office at 1411 Peel Street, Suite 700, Montreal, Quebec, H3A 1S5, herein represented by Mr. Michel P. Pelletier, President, duly authorized to act herein, as he so declares, by apposing his signature.

TRANSLATION LICENSE AGREEMENT Entered into Between WATER BANK OF AMERICA INC. And 4287762 CANADA INC. TO WHICH INTERVENES: ANTIROUILLE METROPOLITAIN CANADA LTD.
License Agreement • October 25th, 2006 • Waterbank of America (USA) Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

BETWEEN: WATER BANK OF AMERICA INC., legal person duly incorporated pursuant to the Canada Business Corporations Act, having its head office at 5 Place Ville Marie, Suite 1108, Montreal, Province of Quebec, H3B 2G2, herein .represented by Mr. Jean-Jean Pelletier, duly authorized as he so declares;

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
Pledge Agreement • October 25th, 2006 • Waterbank of America (USA) Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Quebec

AND: GESTION BRUNO ST-ONGE INC., a body politic duly incorporated pursuant to Part 1A of the Companies Act (Quebec), with its registered office at 2400. Des Chenaux Blvd., Trois-Rivières, Quebec, Canada, G8Z 1A1, acting herein and represented by Bruno St-Onge, duly authorized by a resolution of its sole director adopted on July 28, 2005;

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