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AMENDMENT NO.1 TO
5% SECURED CONVERTIBLE NOTE DUE JANUARY 29,
2011
THIS
AMENDMENT NO.1 TO 5% SECURED CONVERTIBLE NOTE DUE JANUARY 29,
2011 (this “
Amendment ”),
dated as of April 1, 2008, amends the 5% Secured Convertible Note
due January 29, 2011 (the “
Note ”),
dated as of January 29, 2008, issued by China Water and Drinks,
Inc., a Nevada corporation (collectively with its predecessors, the
“
Company ”),
to
[
] (the “
Holder ”).
Capitalized terms used but not otherwise defined in this Amendment
shall have the same meanings assigned to such terms in the
Note.
WHEREAS,
the Company desires to reduce to 65%, in each case,
the amount of the equity interests in the PRC
Subsidiaries that will be pledged pursuant to the PRC Pledge
Agreement, the amount of the equity interests in Gain Dynasty
Investments Limited that were charged pursuant to the Charge
Over Registered Shares in Gain Dynasty Investments Limited
dated January 25, 2008, the amount of the equity interests in
Fine Lake International Limited that were charged pursuant to
the Charge Over Registered Shares in Fine Lake International
Limited dated January 25, 2008, the amount of the equity
interests in Olympic Forward Trading Company Limited that were
charged pursuant to the Share Charge Over Shares in Olympic
Forward Trading Company dated January 29, 2008, and the amount
of the equity interests in Pilpol (HK) Biological Limited that
were charged pursuant to the Share Charge Over Shares in
Pilpol (HK) Biological Limited dated January 29, 2008 ;
and
WHEREAS,
to induce the Holder to agree to such reduction, the Company
desires to increase the interest rate on the Note from 5% per
annum to 7% per annum.
NOW,
THEREFORE, in consideration of the foregoing and other
valuable consideration the sufficiency of which is hereby
acknowledged, the Company hereby agrees as
follows:
Section 1.
Representations and Warranties .
The Company hereby represents and warrants to the Holder as
follows:
(a)
Authorization; Enforcement; Validity .
The Company has the requisite power and authority to enter into and
perform its obligations under this Amendment. The execution and
delivery of this Amendment by the Company have been duly authorized
by the Company’s Board of Directors, and no filing, consent
or authorization is required by the Company, its Board of Directors
or its stockholders. This Amendment has been duly executed and
delivered by the Company, and each of this Amendment and the Note,
as amended by this Amendment, constitutes the legal, valid and
binding obligations of the Company, enforceable against the Company
in accordance with its terms, excep
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