REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of May 31, 2007, by and among China Water and Drinks Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
LOCK-UP AGREEMENTLock-Up Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on May 31, 2007 between the stockholder set forth on the signature page to this Agreement (each, a "Holder") and China Water and Drinks Inc., a Nevada corporation (the "Company").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2007, by and among China Water and Drinks Inc., a Nevada corporation (f/k/a/ Ugods, Inc.), and all predecessors thereof (collectively, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
STOCK PURCHASE AGREEMENT By and Between GENERAL COMPONENTS, INC. and GENERAL COMPONENTS INTERNATIONAL LTD. Dated as of December 22, 2006Stock Purchase Agreement • May 11th, 2007 • Ugods, Inc. • Metal mining • New York
STOCK PURCHASE AGREEMENT, dated as of December 22, 2006, between and between General Components, Inc., a company formed under the laws of Nevada (the “Seller”) and General Components International Ltd., a company formed under the laws of the British Virgin Islands (the “Buyer”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 21st, 2007 • Ugods, Inc. • Metal mining
This Agreement is made and entered into as of June 15, 2007, between Fine Lake International Limited, (hereinafter referred to as "Buyer"), a company organized under the laws of the British Virgin Islands and a wholly owned subsidiary of China Water and Drinks Inc., a Nevada corporation (hereinafter referred to as “CWD”), CWD and Peter Ng (“Mr. Eng”) and Connie Leung (“Ms. Leung”), the shareholders (hereinafter referred to jointly as “Sellers” and individually as a “Seller”) of Pilpol (HK) Biological Limited, a Hong Kong company (hereinafter referred to as “Pilpol” or the “Company”) that owns and operates Nanning Taoda Drink Company Limited, a PRC company (“Nanning”) that is a bottled water production company located at Nanning City (Guangxi Province) of the People’s Republic of China .
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 4th, 2007 • China Water & Drinks Inc.. • Metal mining • Nevada
This Stock Purchase Agreement (this “Agreement”) made and entered into as of August 31, 2007, between the China Water & Drinks, Inc., a Nevada corporation located at 18th Floor, Development Centre Building, RenMinNan Road, Shenzen, People’s Republic of China 518001 (the “Buyer”) and Cai Yingren and Wu Wen, each an individual resident of China (collectively referred to herein as the “Sellers”). The address of Cai Yingren is 2/F., 142 Yue Xiu Zhong Road, Yue Xiu District, Guangzhou, P.R.C, and the address of Wu Wen is 10 Cheng Bo Street, Dian Bai Ju Shui Dong Zhen, Guangzhou, P.R.C.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 24th, 2007 • China Water & Drinks Inc.. • Metal mining
This Agreement is made and entered into as of August 24, 2007, between Pilpol (HK) Biological Limited, a Hong Kong company (hereinafter referred to as “Buyer”) and an indirect wholly owned subsidiary of China Water and Drinks Inc., a Nevada corporation (hereinafter referred to as “CWD”), and Haoyang Bian, the shareholder (hereinafter referred to as the “Seller”) of Shenyang Aixin Company Limited, a company formed in accordance with the laws of the People’s Republic of China (the “Company”) that is a bottled water production company located at Shenyang City (Jilin Province) in the People’s Republic of China.
DEED OF AMENDMENT is made on 31st March 2008 Between RECITALS NOW THE PARTIES AGREE AS FOLLOWS:Deed of Amendment • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • Virgin Islands
This Deed has been signed on behalf of the Security Agent and executed as a deed by the Chargor and the Company and is delivered on the dated specified above.
Commission Processing ContractCommission Processing Contract • May 16th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
Whereas, Party A grants to Party B the right to process bottled water products under the brand “Binglu.”. Party B agrees to process bottled water products for Party A under the brand “Binglu.” The Parties hereby agree as follows:
Processing ContractProcessing Contract • May 16th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
Party A and Party B have entered into this contract with the agreement of details as follows in regard of processing “Binglu” Pure Water (hereinafter the “Products”).
Processing ContractProcessing Contract • May 16th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • Beijing
Whereas, Party A hereby grants to Party B the right to manufacture and sell bottled water products under the brand “Sensation” subject to certain territorial limitations. Party B hereby agrees to produce and process bottled water products for Party A under the brand “Sensation.”
China Water & Drinks Signs Agreement for Private Placement of $50 Million of Convertible NotesPrivate Placement Agreement • January 28th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
Shenzhen, China - January 25, 2008 -China Water and Drinks, Inc. (OTCBB: CWDK) (“China Water and Drinks” or “the Company”), a leading producer and distributor of bottled water in the People's Republic of China, today announced it has signed an agreement to raise $50 million through a private placement of convertible notes. Investors included Goldman Sachs, Liberty Harbor Master Fund I, L.P., The Pinnacle Fund, L.P. and Pinnacle China Fund, L.P., among others. The net proceeds will be used for acquisitions.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is dated September 18, 2008, by and among China Water and Drinks Inc., a Nevada corporation (the “Company”) and certain of the Investors (as defined below), and amends that certain Securities Purchase Agreement (the “Agreement”) dated May 31, 2007 by and among the Company and the investors identified on the signature pages thereto (collectively, the “Investors”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of May 31, 2007, is entered into by and among China Water and Drinks Inc., a Nevada corporation (the "Company"), The Pinnacle Fund, L.P., as agent (“Agent”), Mr. Xu Hong Bin, in his individual capacity ("Make Good Pledgor"), and Loeb & Loeb LLP, as escrow agent ("Escrow Agent").
ContractStock Pledge Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York
STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of May 31, 2007, among China Water and Drinks Inc., a Nevada corporation (f/k/a/ Ugods, Inc.) (the “Company”), Xu Hong Bin (“Bin”), Chen Xing Hua (“Hua” and together with Bin, each a “Pledgor” and collectively, the “Pledgors”), and the pledgees signatory hereto and their respective endorsees, transferees and assignees (individually, the “Pledgee” and collectively, the “Pledgees”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement (as defined below) will have the meanings given such terms in the Purchase Agreement.
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 22nd, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York
This Second Amendment to Stock Purchase Agreement (“Second Amendment”) is entered into as of July 16, 2008 by and among Fine Lake International Limited, a company organized under the laws of the British Virgin Islands (“Buyer”) and a wholly-owned subsidiary of China Water and Drinks Inc., a Nevada corporation (“CWD”), CWD, and Peter Ng and Connie Leung, the shareholders (jointly, the “Sellers” and individually, a “Seller”) of Pilpol (HK) Biological Limited, a Hong Kong company (“Pilpol”) that owns and operates Naning Taoda Drink Company Limited, a PRC company.
Processing ContractProcessing Contract • May 1st, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
AGREEMENT AND PLAN OF MERGER between UGODS, INC. and CHINA WATER AND DRINKS INC.Merger Agreement • May 17th, 2007 • Ugods, Inc. • Metal mining • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2007, between UGODS, Inc., a Nevada corporation ("Parent"), and China Water and Drinks Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent ("CWD"). Parent and CWD are hereinafter collectively referred to as the "Constituent Corporations."
Amendment No. 1 to Agreement and Plan of Merger and ReorganizationAgreement and Plan of Merger and Reorganization • September 29th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York
This Amendment No. 1 to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of September 29, 2008, by and among Heckmann Corporation, a Delaware corporation (“Parent”), Heckmann Acquisition II Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and China Water and Drinks, Inc., a Nevada corporation (the “Company”), and, solely with respect to Section 2.4, Xu Hong Bin and Cheng Xing Hua, and amends that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Parent, Merger Sub and the Company dated as of May 19, 2008.
THIS MEMORANDUM OF PARTIAL RELEASE is made the 31st day of March, 2008. BETWEENMemorandum of Partial Release • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
Goldman Sachs International, an unlimited liability company organised under the laws of England and Wales whose registered office is at Peterborough Court, 133 Fleet Street, London EC4A, 2BB, England (the “Collateral Agent”); and
Amendment No. 1 to Majority Stockholder Consent Agreement [Chen Xing Hua]Majority Stockholder Consent Agreement • September 29th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York
This Amendment No. 1 to Majority Stockholder Consent Agreement (this “Amendment”) is made and entered into as of September 26, 2008, by and among Heckmann Corporation, a Delaware corporation (“Parent”), and Chen Xing Hua (the “Consenting Stockholder”), and amends that certain Majority Stockholder Consent Agreement (the “Agreement”) by and between Parent and the Consenting Stockholder dated as of May 19, 2008.
Processing ContractProcessing Contract • May 16th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
China Water and Drinks Inc. Unit 07, 6/F Concordia Plaza Tsimshatsui, East Kowloon, Hong KongSecurities Purchase Agreement • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
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, Roth Capital Partners LLC (the “Placement Agent”), Goldman 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.
Processing ContractProcessing Contract • May 1st, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • Beijing
Whereas, Party A hereby grants to Party B the right to manufacture and sell bottled water products under the brand (INTENTIONALLY DELETED) subject to certain territorial limitations. Party B hereby agrees to produce and process bottled water products for Party A under the brand (INTENTIONALLY DELETED).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 17th, 2007 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
AMENDMENT NO. 1, dated as of December 13, 2007 (the “Amendment”) by and among Pilpol (HK) Biological Limited, a Hong Kong company (“Buyer”) and an indirect wholly-owned subsidiary of China Water and Drinks Inc., a Nevada corporation (“CWD”), CWD, Shenyang Yuchinchuan Economic and Trade Limited company, a company formed in accordance with the laws of the People’s Republic of China (the “Seller”), Haoyang Bian, an individual (“Mr. Bian”), and the sole shareholder of Shenyang Aixin Company Limited, a company formed in accordance with the laws of the People’s Republic of China (the “Company”) that is a bottled water production company located in Shenyang City (Liaoning Province) in the People’s Republic of China (the “PRC”) to the Agreement dated as of August 24, 2007 (the “Agreement”) by and among the Buyer, CWD and Mr. Bian.
Amendment No. 1 to Undertaking Agreement [Li Related Holders]Undertaking Agreement • September 29th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York
This Amendment No. 1 to Undertaking Agreement (this “Amendment”) is made and entered into as of September 26, 2008, by and among Heckmann Corporation, a Delaware corporation (“Parent”), China Water and Drinks, Inc., a Nevada corporation (the “Company”) and the Persons and Entities listed on Schedule A hereto (each a “Selling Stockholder,” and collectively, the “Selling Stockholders”), and amends that certain Undertaking Agreement (the “Agreement”) by and among Parent, the Company and the Selling Stockholders dated as of May 19, 2008.
ContractSecured Convertible Note • January 28th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2007 • China Water & Drinks Inc.. • Metal mining • New York
AMENDMENT NO. 1, dated as of August 15, 2007 (the “Amendment”), to the Stock Purchase Agreement dated as of June 15, 2007 (the “Agreement”) by and among Fine Lake International Limited, a company organized under the laws of the British Virgin Islands (“Buyer”) and a wholly-owned subsidiary of China Water and Drinks Inc., a Nevada corporation (“CWD”), CWD and Peter Ng and Connie Leung, the shareholders (jointly, the “Sellers” and individually, a “Seller”) of Pilpol (HK) Biological Limited, a Hong Kong company that owns and operates Nanning Taoda Drink Company Limited, a PRC company.
THIS AGREEMENT is date for reference February 14, 2005 BETWEEN: Decoors Mining Corporation 15th Floor 675 Hastings Street Vancouver, B.C. V6B 1N2 (Herein called the “Vendor”)Mining Contract • January 19th, 2006 • Ugods, Inc. • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
THIS MEMORANDUM OF PARTIAL RELEASE is made the 31st day of March, 2008 BETWEENMemorandum of Partial Release • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
Goldman Sachs International, an unlimited liability company organised under the laws of England and Wales whose registered office is at Peterborough Court, 133 Fleet Street, London EC4A, 2BB, England (the “Collateral Agent”); and
AGREEMENT FOR SHARE EXCHANGEShare Exchange Agreement • February 13th, 2007 • Ugods, Inc. • Metal mining • Nevada
THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of February _, 2007, by and among UGODS Inc., a Nevada corporation (the "Acquirer", “UGOD” or the “Company”) and Guangdong Taoda Beverage Company Limited (“GD Taoda” or the “Acquiree”), and the shareholder of GD Taoda (“Shareholder”)
Amendment No. 2 to Majority Stockholder Consent Agreement [Xu Hong Bin]Majority Stockholder Consent Agreement • September 29th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York
This Amendment No. 2 to Majority Stockholder Consent Agreement (this “Amendment”) is made and entered into as of September 26, 2008, by and among Heckmann Corporation, a Delaware corporation (“Parent”), and Xu Hong Bin (the “Consenting Stockholder”), and amends that certain Majority Stockholder Consent Agreement (the “Agreement”) by and between Parent and the Consenting Stockholder dated as of May 19, 2008, as amended by Amendment No. 1 to Majority Stockholder Consent Agreement dated as of September 19, 2008.
THIS AGREEMENT is date for reference November 1st, 2006.Mining Contract • November 22nd, 2006 • Ugods, Inc. • Metal mining • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual and agreements hereinafter contained, the parties hereto agree as follows:
AGREEMENT FOR SHARE EXCHANGEShare Exchange Agreement • February 16th, 2007 • Ugods, Inc. • Metal mining • Nevada
THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of February 16, 2007, by and among UGODS Inc., a Nevada corporation (the "Acquirer", “UGOD” or the “Company”), Zhanjiang Taoda Drink Co. Limited, Changchun Taoda Beverage Co. Limited and Shandong Olympic Forward Drink Co. Limited (collectively, the “Taoda Group” or the “Acquiree”), and the shareholder of Taoda Group (“Shareholder”)
AMENDMENT NO. 1 TO MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • September 29th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters
This Amendment No. 1 to Make Good Escrow Agreement (this “Amendment”) is dated September 18, 2008, by and among China Water and Drinks Inc., a Nevada corporation (the “Company”), The Pinnacle Fund, L.P., as agent (“Agent”), Mr. Xu Hong Bin, in his individual capacity (“Make Good Pledgor”), and Loeb & Loeb LLP, as escrow agent (“Escrow Agent”) and amends that certain Make Good Escrow Agreement (the “Escrow Agreement”) dated May 31, 2007, by and among the parties hereto.
