AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO STOCK PURCHASE AGREEMENT
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 Xxxxx Xx and Xxxxxx Xxxxx, 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.
WHEREAS,
Buyer, CWD and the Sellers have heretofore entered into the Agreement pursuant
to which the Buyer purchased 100% of the outstanding equity of Pilpol (the
“Shares”); and
WHEREAS,
Section 7.04 of the Agreement provides that the Agreement may be amended in
a
written instrument signed by the parties thereto or their respective successors
or assigns; and
WHEREAS,
Buyer, CWD and the Sellers desire to amend the Agreement.
NOW
THEREFORE, the parties hereto agree as follows:
Section
1. Definitions.
Unless
otherwise herein, capitalized terms used herein and not defined shall have
the
meanings specified in the Agreement.
Section
2. Amendments
to the Agreement.
(a) Section
2.02 is hereby deleted in its entirety and replaced by the following new Section
2.02:
“SECTION
2.02. Purchase
Price.
In
consideration for the purchase of the Shares, the Buyer shall pay to Sellers
a
purchase price (the “Purchase Price”) which shall consist of cash (the “Cash
Consideration”) as described in Section 2.03 hereof and stock (the “Stock
Consideration) as described in Section 2.04 hereof. The Sellers agree that
70%
of the Deposit (as hereinafter defined), 70% of the Cash Consideration and
70%
of the Stock Consideration shall be paid to Xx. Xx and that 30% of the Deposit,
30% of the Cash Consideration and 30% of the Stock Consideration shall be paid
to Xx. Xxxxx.”
(b) Section
2.03 is hereby deleted in its entirety and replaced by the following new Section
2.03:
“SECTION
2.03. Cash
Consideration.
Within
15 days of the date hereof, Buyer shall pay to Sellers a deposit in cash equal
to US $300,000 (the Deposit”) and within 15 business days after Buyer has been
provided with the audited financial statements of the Company for its fiscal
year ended December 31, 2006 (the “2006 Financial Statements”), Buyer shall pay
Sellers an amount of cash equal to $5,032,522.”
(c) Section
2.04 is hereby deleted in its entirety and replaced by the following new Section
2.04:
“SECTION
2.04. Stock
Consideration; Lock-up.
On the
30th
day
following the effective date of the initial registration statement filed by
CWD
pursuant to the Registration Rights Agreement (the “Stock Consideration Payment
Date”), CWD shall issue to the Sellers and Buyer shall deliver to the Sellers
1,523,578 shares of CWD Common Stock. Each of the Sellers hereby agrees that
such Seller shall not sell, transfer or otherwise dispose of any of the shares
of CWD Common Stock comprising the Stock Consideration and delivered to such
Seller pursuant to this Section 2.04 for a period of two years following such
Stock Consideration Payment Date.”
Section
3. Miscellaneous.
(a) Effectiveness.
This
Amendment shall become effective as of the date first above
written.
(b) Continued
Effectiveness of the Agreement.
Except
as expressly amended herein, all terms and provisions of the Agreement are
and
shall continue to be in full force and effect.
(c) Governing
Law.
This
Amendment shall be governed and construed in accordance with the internal laws
of the State of New York, without regard to the principles of conflicts of
law
thereof.
(d) Counterparts.
This
Amendment may be executed by the parties hereto in any number of separate
counterparts.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective duly authorized officers as of the date first
above written.
FINE
LAKE
INTERNATIONAL LIMITED
By:
/s/
Xu
Hong Bin
Name:
Xu
Hong Bin
Title:
Director
CHINA
WATER AND DRINKS INC.
By:
/s/
Chen Xing Hua
Name:
Chen Xing Hua
Title:
Chief Executive Officer
SELLERS:
Shareholders
of Pilpol (HK) Biological Limited
/s/
Xxxxx Xx
Xxxxx
Xx
/s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
