AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger And • November 5th, 2008 • Heckmann CORP • Blank checks • New York
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made and entered into as of October 30, 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 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 as amended on September 29, 2008 by Amendment No. 1 to Agreement and Plan of Merger and Reorganization.
AMENDMENT NO. 3 TO MAJORITY STOCKHOLDER CONSENT AGREEMENT [XU HONG BIN]Majority Stockholder Consent Agreement • November 5th, 2008 • Heckmann CORP • Blank checks • New York
THIS AMENDMENT NO. 3 TO MAJORITY STOCKHOLDER CONSENT AGREEMENT (this “Amendment”) is made and entered into as of October 30, 2008, by and among HECKMANN CORPORATION, a Delaware corporation (“Parent”), XU HONG BIN (the “Consenting Stockholder”), and Kotex Development Limited, a company organized under the laws of the British Virgin Islands (“Affiliated Entity”) 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 and Amendment No. 2 to Majority Stockholder Consent Agreement dated as of September 26, 2008.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 5th, 2008 • Heckmann CORP • Blank checks • California
This Executive Employment Agreement between China Water & Drinks, Inc. (“Company”), a wholly owned subsidiary of Heckmann Corporation (“Parent”), and Xu Hong Bin (“Xu”), is made on this 30th day of October 2008 (“Agreement”). Company and Xu hereby agree to the employment of Xu by Company on the following terms and conditions:
