DEED OF AMENDMENT is made on 31st March 2008 Between RECITALS NOW THE PARTIES AGREE AS FOLLOWS:
DEED
OF AMENDMENT
is made
on 31st March 2008
Between
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(1)
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China
Water and Drinks, Inc., incorporated in the State of Nevada, United
States
of America, and having its principal office at Xxxx 00, 0/X, Xxxxxxxxx
Xxxxx, 0 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong
(the
"Chargor");
and
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|
(2)
|
Xxxxxxx
Xxxxx International, an unlimited liability company organized and
existing
under the laws of England and Wales with its registered office at
Peterborough Court, 000 Xxxxx Xxxxxx, Xxxxxx XX0X, 0XX, Xxxxxxx,
as
trustee for the Holders (the "Security
Agent");
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|
(3)
|
Gain
Dynasty Investments Limited, incorporated in the British Virgin Islands
and having its registered office at AMS Trustees Limited, Sea Medaows
House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British
Virgin Islands (the "Company")
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RECITALS
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(A)
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The
Chargor has granted a charge over the shares it holds in the Company
in
favour of the Security Agent pursuant to a share charge dated 25
January
2008 (the “Share
Charge”).
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|
(B)
|
The
parties desire to amend with effect from the date of this Deed (the
“Effective
Date”)
the Share Charge such that at all times no more than 65% of the shares
held by the Chargor in the Company shall be charged in favour of
the
Security Agent.
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NOW
THE PARTIES AGREE AS FOLLOWS:
|
1
|
With
effect from the Effective Date, the Share Charge shall be amended
as
follows:
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|
1.1
|
by
deletion of the defined term "Additional Shares" in its entirety
and its
replacement with the following definition:
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| ""Additional Shares" means such number of shares in the capital of the Company which the Chargor owns in the future in addition to the Shares, including, but not limited to, additional shares issued to the Chargor in connection with any warrant, option, share split, issue of bonus shares or recapitalisation so as to ensure that at all times the number of shares charged by this Charge in favour of the Security Agent shall equate to 65% of the shares in the capital of the Company owned by the Chargor and all Related Rights thereto."; and |
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1.2
|
by
deletion of the defined term "Shares" in its entirety and its replacement
with the following definition:
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| ""Shares" means 32,500 shares of par value US$1.00 which are registered at the date of this Charge in the name of the Chargor and all warrants, options or other rights to subscribe for, purchase or otherwise acquire shares of the Company held by the Chargor (provided always that the number of Shares charged under this Charge in favour of the Security Agent shall not exceed 65% of the number of shares of the Company registered in the name of the Chargor.". |
|
2
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Any
ancillary documents issued to the Security Agent under the Share
Charge
requiring consequential amendment owing to the amendments to the
Share
Charge shall be returned to the Chargor upon receipt by the Security
Agent
of duly executed replacement documents (satisfactory to the Security
Agent).
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3
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Each
of the Chargor and the Company warrant to the Security Agent
that:
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3.1
|
it
is a company duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of
incorporation;
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3.2
|
it
has the corporate power to enter into and perform its obligations
under
this Deed and has taken all necessary corporate action to authorise
the
execution, delivery and performance of this
Deed;
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|
3.3
|
this
Deed is evidence of their valid and binding obligations that are
enforceable against each of them in accordance with its terms;
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3.4
|
no
application or order has been made for the its winding up, no action
has
been taken to seize or take possession of any of its assets;
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3.5
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there
are no unsatisfied judgements against its and it is able to pay its
debts
as they fall due; and
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3.6
|
it
shall execute all documents and do all acts and things reasonably
required
for the purposes of giving effect to this
Deed.
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4
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This
Deed shall be governed by and construed in accordance with the laws
of the
British Virgin Islands and the Parties agree to submit to the jurisdiction
of the courts of the British Virgin Islands.
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5
|
This
Deed may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and
the same
instrument.
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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.
2
Execution
Page
Chargor
EXECUTED
and DELIVERED
as
a Deed
by
China
Water and Drinks, Inc.
By:
Capacity:
in
the
presence of:
Witness:
/s/ Xxxxx, Xxx
Shun
Name:
Xxxxx, Xxx Shun
Address:
8/F., Skyline Plaza Hotel
644
Tong Fu Rd East, Guangzhou
Company
EXECUTED
and DELIVERED
as
a Deed
by
Gain
Dynasty Investments Limited
By: 
Name:
Capacity:
in
the
presence of:
Witness:
/s/ Xxxxx, Xxx
Shun
Name:
Xxxxx, Xxx Shun
Address:
8/F., Skyline Plaza Hotel
644
Tong Fu Rd East, Guangzhou
Security
Agent
EXECUTED
by
Xxxxxxx
Xxxxx International
By:
/s/ Xxxx
Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Capacity:
Managing Director
3
