China Water and Drinks Inc. Unit 07, 6/F Concordia Plaza Tsimshatsui, East Kowloon, Hong Kong
China
Water and Drinks Inc.
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March
31,
2008
Re:
China
Water and Drinks Inc.
Gentlemen:
Reference
is made to (i) that Securities Purchase Agreement dated as of January 24, 2008
(the “Securities Purchase Agreement”) by and among China Water and Drinks, Inc
(the “Company”), and the buyers parties thereto (the “Buyers”) and (ii) the
Escrow Agreement dated as of January 24, 2008 (the “Escrow Agreement”) by and
among the Company, ▇▇▇▇ Capital Partners LLC (the “Placement Agent”), ▇▇▇▇▇▇▇
Sachs International , as collateral agent (the “Collateral Agent”) and
Tristate Title and Escrow, as escrow agent (the “Escrow Agent”). Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Securities Purchase Agreement.
Section
10(e) of the Securities Purchase Agreement provides that no provision of the
Securities Purchase Agreement may be waived or amended except in a written
instrument signed by the Company and the holders of at least a marjority of
the aggregate principal amount of the Notes (as defined in the Securities
Purchase Agreement) issued and issuable under the Securities Purchase Agreement.
Section 11.2 of the Escrow Agreement provides that the Escrow Agreement may
be
amended or modified only in writing and signed by all of the parties
thereto.
The
undersigned Buyer owns the aggregate principal amount of the Notes listed next
to such Buyer’s name on Schedule A hereto.
The
undersigned Buyer hereby agrees that (i) Section 4(d) of the Securities Purchase
Agreement shall be amended by deleting the words “within two weeks of the
Closing Date” in the eighteenth and nineteenth lines thereof and substituting
therefor the words “by no later than April 30,
2008”
and (ii) Section 8 of the Securities Purchase Agreement shall be amended by
deleting the words “Within 45 days of the Closing” in the first line thereof and
substituting therefor the words “By no later than April 30, 2008,”.
The
Company, the Placement Agent, the Collateral Agent and the Escrow Agent hereby
agree that (i) Section 3.2(a) of the Escrow Agreement shall be amended by
deleting the words “within forty five (45) days of the Closing Date” in the
seventh line thereof and substituting therefor the words “by no later than April
30, 2008” and (ii) Section 3.2(b) of the Escrow Agreement shall be amended by
deleting the words “within forty five (45) days of the Closing Date” in the
fourth and fifth lines thereof and substituting therefor the words “by April 30,
2008”.
Except
as
expressly waived or otherwise specifically provided herein, all of the
representations, warranties, terms, covenants and conditions of each of the
Securities Purchase Agreement and the Escrow Agreement shall remain unamended
and unwaived and shall continue to be and shall remain in full force and effect
in accordance with their respective terms.
This
letter is governed by the laws of the State of New York without giving effect
to
the conflict of laws rules of any jurisdiction. This letter may be signed in
one
or more counterparts, each of which shall be deemed and original and all of
which, taken together, shall constitute one and the same agreement. Any
signature delivered by a party via telecopier shall be deemed to be an original
signature hereto.
******************
Kindly
acknowledge receipt of this letter and agreement to the foregoing by executing
the enclosed copy of this letter where indicated and returning it to the
Company, whereupon it shall become a binding agreement among us as of the date
hereof.
| Very truly yours, | ||
| China Water and Drinks Inc. | ||
| |
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| By: |
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| Name: | ||
| Title: | ||
2
AGREED
AND ACKNOWLEDGED:
▇▇▇▇▇▇▇
▇▇▇▇▇ INTERNATIONAL
By:
/s/ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Managing Director
Aggregate
Principal Amount of Notes Owned and For Which Consent is
Given:$25,100,000
3
AGREED
AND ACKNOWLEDGED:
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SACHS INTERNATIONAL, as Collateral Agent under the Escrow Agreement
By:
/s/ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Managing Director
4
AGREED
AND ACKNOWLEDGED:
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CAPITAL PARTNERS LLC, as Placement Agent under the Escrow Agreement
By:
/s/ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name:
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5
AGREED
AND ACKNOWLEDGED:
TRI-STATE
TITLE AND ESCROW, as Escrow Agent under the Escrow Agreement
By:
/s/ ▇▇▇ ▇.
▇▇▇▇▇▇
Name:
▇▇▇
▇. ▇▇▇▇▇▇
Title:
President
6
Schedule
A
|
Name
and Address of Investor
|
Aggregate
Principal Amount of Notes Owned
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Percent
of Securities and Registrable Securities (1)
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Sachs International
68th
Floor, ▇▇▇▇▇▇ Kong Center
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$
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25,100,000
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50.2
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%
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(1)
Based
on a $50,000,000 aggregate principal amount of Notes outstanding.
7
