RELEASE AGREEMENT

Exhibit 10.3

Execution Copy

RELEASE AGREEMENT
(PIPE Investors)

This Release Agreement (“ Agreement ”) is made and entered into as of May 19, 2008 (the “ Execution Date ”), by and among: Heckmann Corporation , a Delaware corporation (“ Parent ”), China Water and Drinks, Inc. , a Nevada corporation (the “ Company ”); and the Persons and Entities signatory hereto (each a “ Releasors ,” and collectively, the “ Releasors ”). The Parent, the Company and the Releasors who execute this Agreement shall hereinafter be referred to collectively as the “parties” and individually as a “party.”

Recitals

A.  The Releasors are holders of shares of common stock, par value US$0.001 per share (“ Company Common Stock ”) of the Company, and own the number of issued and outstanding shares of Company Common Stock set forth opposite their names on Schedule A .

B.  Concurrently with the execution of this Agreement, Parent, Heckman Acquisition II Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“ Merger Sub ”), and the Company are entering into an agreement and plan of merger and reorganization (the “ Merger Agreement ”), pursuant to which the Company will be merged with and into Merger Sub (the “ Merger ”). Upon consummation of the Merger, the Company will cease to exist and Merger Sub will remain as a wholly owned Subsidiary of Parent.

C.  Pursuant to the Merger Agreement, each share of Company Common Stock will be converted, upon the Merger, into the right to receive (i) shares of common stock, par value US$0.01 per share, of Parent (“ Parent Common Stock ”) at the Exchange Ratio, and/or (ii) at the election of the holders thereof, an amount in cash equal to US$5.00 per share of Company Common Stock.

D.  Concurrently with the execution of this Agreement, Parent and certain holders of the Company’s 5% secured convertible notes due January 29, 2011, which notes are convertible into shares of Company Common Stock, and Company Common Stock are entering into a registration rights agreement in the form attached hereto as Exhibit B (the “ Registration Rights Agreement ”), pursuant to which Parent will agree to register all of the shares of Parent Common Stock issuable to such holders as a result of the Merger (including all Contingent Payment Stock (as defined below)).

E.  Releasors have indicated a willingness to (i) elect to receive in the Merger only Parent Common Stock at the Exchange Ratio for each share of Company Common Stock held as of the Effective Time by such Releasor, (ii) release the Company from certain obligations and waive certain defaults or potential defaults of the Company, and (iii) as of the Effective Time, terminate the PIPE Transaction Documents and release in full any and all rights of such Releasors in any shares of Company Common Stock owned or controlled by Xu Hong Bin that are subject to the Make Good Escrow Agreement, as more fully described in Section 1.1(a) . In consideration for such waiver and release, Parent will, if the Adjusted Net Income (as defined in Section 1.4(c) ) of Parent for its fiscal year ending December 31, 2009, exceeds US$90 million, pay to each Releasor a pro rata portion of a contingent payment of US$ 85,546,280 (the “ Contingent Payment ”).

F.  Certain capitalized terms used in this Agreement are defined in Exhibit A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.

Agreement

The parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1: Waiver and Release.

1.1 Waiver and Release . Upon the terms and subject to the conditions set forth in this Agreement without further action of the parties:

1. 1(a) Each Releasor who is a holder of Company Common Stock, severally but not jointly, hereby:

(i)  as of the Effective Time, releases in full any and all rights of such Releasor in any shares of Company Common Stock owned or controlled by Xu Hong Bin that are subject to the Make Good Escrow Agreement, and agrees that such Make Good Escrow Agreement and the Lock-Up Agreement shall terminate, and all shares of Company Common Stock held by Xu Hong Bin thereunder shall be released to him (the “ Release ”).

(ii)  as of the Execution Date, waives the defaults or potential defaults of the Company under the PIPE Transaction Documents set forth on Schedule B (the “ Waiver ”); and

(iii)  from the Execution Date until the earlier to occur of the Effective Time or the Termination (as defined in Section 1.2(b) ), Releasors hereby waive and release the Company from, and the Company shall not be obligated to perform its obligations under, or comply with its covenants contained in: (A) Sections 4.4, 4.7, 4.9, 4.11, 4.14, 4.15, 4.17 and 4.18 of the SPA; or (B) the RRA.

1. 1(b) In addition, each such Releasor, for the period from the date hereof until the earlier to occur of the Effective Time or Termination, hereby, severally and not jointly, agrees to waive any defaults under, and suspend its rights under, and agrees not to take not to take any action pursuant to, the Make Good Escrow Agreement.

1. 1(c) In furtherance of the foregoing, each such Releasor, on and after the Closing Date (as defined in Section 1.3 ), will, at Parent’s expense, execute, acknowledge, certify and deliver any and all such further documents and do such further acts as Parent or Parent’s successors and assigns may reasonably request for the purposes of further evidencing, confirming, perfecting and otherwise documenting the Waiver and the Release.

1.2 Stock Election .

1. 2(a) Subject to the conditions of this Section 1.2 , each Releasor, severally and not jointly, hereby elects (the “ Stock Election ”) to, in the event the Merger occurs, receive in the Merger shares of Parent Common Stock at the Exchange Ratio, and not cash, for each share of Company Common Stock held as of the Effective Time by such Releasor. Each Releasor agrees that, subject to satisfaction of the conditions set forth in Sections 6.1 and 6.3 , the Stock Election is unconditional and irrevocable. Each Releasor acknowledges that its Stock Election pursuant to this Section 1. 2(a) was made on a completely voluntary basis.

1. 2(b) Each Releasor acknowledges and agrees that the Stock Election is effective so long as the terms of the Merger and the Merger Agreement have not been amended, modified or waived in a manner that adversely affects the Releasors without their consent and provided that the conditions set forth in Sections 6.1 and 6.3 have been satisfied or waived prior to the Effective Time, and, subject to the foregoing (i) such Releasor will not revoke, seek to revoke, or take any action, directly or indirectly, for the purpose of, or having the effect of, revoking or seeking to revoke, the Stock Election and (ii) covenants and agrees to re-execute and re-deliver the Stock Election as and when reasonably requested by Parent in order that such Stock

Election remains continuously in effect at all times from the Execution Date through the first to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms (the “ Merger Termination ”) or (iii) the termination of this Agreement under Section 7 (the “ Termination ”). For the purposes of this Section 1.2(b) , any amendment, modification or waiver of the terms of the Merger or the Merger Agreement shall be deemed to adversely affect the Releasors only if such amendment, modification or waiver (i) lowers the Exchange Ratio, (ii) changes the terms of the Contingent Payment, (iii) changes the time periods set forth in Section 7.1(b) of the Merger Agreement, (iv) amends or adds a new provision that effectively amends any of Sections 1.1 (Merger of Merger Sub into the Company), 1.2 (Effect of the Merger), 1.3 (Closing; Effective Time); 1.5 (Conversion of Shares), 1.6 (Company Stock Elections), 1.7 (Issuance of Stock Consideration and Payment of Cash Election Price), 1.9(a) or (b) (Exchange of Certificates), 1.12 (Tax Consequences), 3 (Representations and Warranties of Parent), 4.2 (Covenants of Parent), 5.2 (Joint Proxy and Information Statement/Prospectus; Registration Statement), 5.3 (Exchange Listing), 5.8 (Section 368(a) Reorganization), 5.9 (Exchange Listing of Additional Shares), 6.1 (Conditions to Each Party’s Obligation To Effect the Merger), 6.3 (Additional Conditions to Obligations of the Company), 8.1 (Amendment), 8.2 (Waiver), 8.4 (Entire Agreement), 8.6 (Governing Law), 8.14 (Construction; Usage), Exhibit A (Certain Definitions) or the last sentence of Section 8.12 (No Third Party Rights) of the Merger Agreement, or (v) increases the consideration to be provided to any holders of the Company Common Stock without proportionately increasing the consideration to be provided to the Releasors.

1.3 Closing; Effective Time . The consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of DLA Piper US LLP, 2415 East Camelback Road, Suite 700, Phoenix, Arizona 85016, at 10:00 a.m. on a date to be designated by Parent (the “ Closing Date ”), which date shall be the date of the closing of the transactions contemplated by the Merger Agreement. The parties hereto acknowledge and agree that the transactions contemplated by this Agreement shall be consummated on the Closing Date immediately prior to the closing of the transactions contemplated by the Merger Agreement, but immediately prior to the Conversion contemplated by the Conversion Agreement, and subject to the satisfaction of the conditions to closing set forth in Section 6 below.

1.4 Contingent Payment .

1. 4(a) Parent shall, if Adjusted Net Income (as defined below) of Parent for its fiscal year ending December 31, 2009, exceeds US$90 million, pay to each Releasor such Releasor’s pro rata portion of the Contingent Payment, as set forth opposite each such Releasor’s name on Schedule A .

1. 4(b) The Contingent Payment shall be paid by Parent to the Releasors, within fifteen (15) days following the filing of Parent’s Annual Report on Form 10-K for the fiscal year ending December 31, 2009 (the “ 2009 Annual Report ”) by Parent with the SEC, by, at Parent’s sole option, (i) wire transfer of immediately available funds to a bank account designated by such Releasor in writing for such purpose, if paid in this method, (ii) the issuance to the Releasors of Parent Common Stock having an aggregate value, based on the Closing Sale Price per share of Parent Common Stock calculated on the date of filing the 2009 Annual Report, equal to the amount of the Contingent Payment (“ Contingent Payment Stock ”) and subject to the registration rights set forth in the Registration Rights Agreement, or (iii) any combination of (i) or (ii), provided, that, (A) Parent shall inform the Releasors of such irrevocable election within three days of the filing of the 2009 Annual Report, (B) Parent shall make the same election as to all Releasors, and (C) notwithstanding the foregoing, Parent must make the Contingent Payment in cash (1) if, at the time of payment of the Contingent Payment, Parent Common Stock is not then listed for trading on a national securities exchange, (2) if, at the time of payment of the Contingent Payment, Parent is not then current in its reporting obligations under the Exchange Act and the rules promulgated thereunder, or (3) if, at the time of payment of the Contingent Payment, Parent Common Stock issued or issuable to such Releasor in connection with the Merger is not registered for resale pursuant to an effective registration statement, which is then available for use by the Releasors thereunder (subject to permitted black-outs thereunder).

1. 4(c) For purposes of this Section 1.4 :

(i)  the term “ Adjusted Net Income ” shall mean the Consolidated Net Income of Parent for its fiscal year ending December 31, 2009, plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such fiscal year included in the 2009 Annual Report, the aggregate amount of (1) any stock compensation expenses, (2) expenses attributable to the office of the Chairman of Parent, and (3) to the extent accrued in 2009, the Contingent Payments that may be made hereunder or under the Conversion Agreement, any bonuses paid under the bonus plan referenced in Section 6.2(r) of the Merger Agreement, and a contingent investment banking fee of up to $4.5 million payable to Roth Capital Partners LLC.

(ii)  the term “ Consolidated Net Income ” shall mean the net income (or deficit) of Parent for its fiscal year ending December 31, 2009, determined on a consolidated basis in accordance with GAAP, as set forth in Parent’s consolidated financial statements included in the 2009 Annual Report audited by Parent’s registered independent public accounting firm with respect thereto.

(iii)  the term “ Closing Sale Price ” means the average over the ten preceding trading days of the closing trade price for a share of Parent Common Stock on the national securities exchange upon which the Parent Common Stock is listed (the “ Principal Market ”), as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of the Parent Common Stock prior to 4:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for the Parent Common Stock at such time, the last closing bid price or last trade price, as applicable, of the Parent Common Stock on the principal securities exchange or trading market where the Parent Common Stock is then listed or traded, as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, as applicable, of the Parent Common Stock in the over-the-counter market on the electronic bulletin board, as reported by Bloomberg, or, if no closing bid price or last trade price, as applicable, is reported for the Parent Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Sale Price cannot be calculated for the Parent Common Stock on a particular date on any of the foregoing bases, the Closing Sale Price of the Parent Common Stock on the applicable date shall be the fair market value as mutually determined by the Parent and the Releasors; provided, that if Parent and the Releasors are unable to agree upon the fair market value of the Parent Common Stock, then such dispute shall be resolved by independent appraisal to be conducted by an independent, reputable investment bank selected by Parent and approved by the Releasors, with the costs thereof to be borne equally by Parent and the Releasors.

1. 4(d) The right of a Releasor to receive the Contingent Payment, and Parent’s obligation to make such payment, shall continue to run to the benefit of each Releasor even if such Releasor shall have transferred or sold all or any portion of its Parent Common Stock or Company Common Stock. Parent hereby agrees that the Contingent Payment Stock, if any, is subject to the benefits and obligations contained in the Registration Rights Agreement.

SECTION 2: Representations and Warranties of the Releasors.

Each Releasor represents and warrants, severally and not jointly, to Parent as of the Execution Date and as of the Closing as follows:

2.1 Organization and Good Standing . Such Releasor, if an Entity, is duly organized, validly existing, and in good standing (where such concept is applicable) under the laws of its respective jurisdiction of incorporation or organization, and is duly qualified to do business as a foreign Entity and is in good standing (where such concept is applicable) under the laws of each other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

2.2 Authority; No Conflict .

2. 2(a) Such Releasor has all necessary individual or other Entity power and authority, as applicable, to execute and deliver this Agreement and the Registration Rights Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the “ Contemplated Transactions ”). The execution and delivery of this Agreement and the Registration Rights Agreement by such Releasor and the consummation by such Releasor of the Contemplated Transactions have been duly and validly authorized by all necessary individual or other Entity action, as applicable, and no other individual or other Entity proceedings on the part of such Releasor are necessary to authorize this Agreement and the Registration Rights Agreement or to consummate the Contemplated Transactions. Each of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by such Releasor, and constitutes the legal, valid and binding obligation of such Releasor, enforceable against such Releasor in accordance with its terms subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

2. 2(b) Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions do or will, directly or indirectly (with or without notice or lapse of time or both) (i) contravene, conflict with, or result in a violation of any provision of the Organizational Documents, if any, of such Releasor, (ii) contravene, conflict with, or result in a violation of, any Legal Requirements or any order to which such Releasor, or any of the assets owned or used by such Releasor, are subject, or (iii) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract to which such Releasor is a party, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of the Contemplated Transactions in any material respect, or would otherwise not prevent such Releasor from performing its obligations under this Agreement in any material respect.

2. 2(c) Assuming the accuracy of the Company’s representations and warranties contained herein, the execution and delivery of this Agreement by such Releasor does not, and the performance of this Agreement and the consummation of the Contemplated Transactions by such Releasor will not, require any Consent of, or filing with or notification to, any Governmental Body in the United States, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act and state securities laws, and (ii) such other Consents, filings or notifications where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay the consummation of the Contemplated Transactions, or would otherwise not prevent such Releasor from performing its obligations under this Agreement.

2.3 Ownership . Such Releasor owns, beneficially or of record, the number of shares of Company Common Stock as set forth opposite such Releasor’s name on Schedule A , free and clear of any and all Liens or other restrictions on transfer, other than those arising under the Exchange Act, the Securities Act or other securities laws.

2.4 Review of Merger Agreement . Such Releasor has received an execution copy of the Merger Agreement and has had an opportunity to review the Merger Agreement with assistance of counsel and other advisors of its own choosing. Such Releasor understands and acknowledges that, pursuant to the Merger Agreement, each share of Company Common Stock held by stockholders of the Company, including those shares held by the Releasors, will be converted into the right to receive (i) shares of Parent Common Stock at the Exchange Ratio, and/or (ii) at the election of the holders thereof, an amount in cash equal to US$5.00 per share of Company Common Stock in accordance with the terms thereof.

2.5 Securities Law Matters .

2. 5(a) Such Releasor will acquire Parent Common Stock in the Merger and, if applicable, will acquire the Contingent Payment Stock hereunder, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. Such Releasor does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the shares of Parent Common Stock received in the Merger or the Contingent Payment Stock.

2. 5(b) Such Releasor is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act or an accredited investor within the meaning of Rule 501(a) promulgated under the Securities Act.

2. 5(c) Such Releasor understands that the shares of Contingent Payment Stock that may be issued hereunder are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Parent is relying in part upon the truth and accuracy of, and such Releasor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Releasor set forth in this Section 2.5 in order to determine the availability of such exemptions and the eligibility of such Releasor to acquire the shares of Parent Common Stock to be acquired in the Merger and the shares of Contingent Payment Stock that may be acquired hereunder.

2. 5(d) Such Releasor and its advisors, if any, have had access to the Parent SEC Reports and have been afforded the opportunity to ask questions of and receive answers from Parent regarding Parent, the Parent SEC Reports and the Contemplated Transactions; however, such opportunity does not affect the ability of such Releasor to rely on the representations and warranties of Parent contained herein. Such Releasor understands that its investment in the shares of Parent Common Stock to be acquired in the Merger and the Contingent Payment Stock that may be acquired hereunder, involves a high degree of risk. Such Releasor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the shares of Parent Common Stock to be acquired in the Merger and the shares of Contingent Payment Stock that may be acquired hereunder.

2. 5(e) Such Releasor understands that no United States federal or state agency or any other Governmental Body has passed on or made any recommendation or endorsement of the shares of Parent Common Stock being acquired in the Merger, the shares of Contingent Payment Stock that may be acquired hereunder or the fairness or suitability of the investment in Parent Common Stock (including the Contingent Payment Stock) nor have such authorities passed upon or endorsed the merits of the offering of the Parent Common Stock or the Contingent Payment Stock contemplated hereby.

2. 5(f) Such Releasor understands that (i) the shares of Parent Common Stock and Contingent Payment Stock have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to an exemption from such registration, including pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto); and (ii) neither Parent nor any other Person, other than as provided herein or in the Registration Rights Agreement, is under any obligation to register the shares of Parent Common Stock or Contingent Payment Stock under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

2. 5(g) Such Releasor understands that the certificates or other instruments representing the shares of Parent Common Stock and Contingent Payment Stock may bear any legend as required by federal or state securities laws and a restrictive legend in a form approved by Parent, and that a stop-transfer order may be placed against transfer of such stock certificates; provided, that any such legend shall be removed and Parent shall issue a certificate without such legend to the holder of the shares of Parent Common Stock or Contingent Payment Stock, as applicable, or issue to such holder by electronic delivery at the applicable balance account at Depository Trust Company, unless otherwise required by state securities laws, if (i) such shares of Parent Common Stock or Contingent Payment Stock, as applicable, are registered pursuant to an effective registration statement under the Securities Act, or (ii) in connection with a sale, assignment or other transfer, Parent receives an opinion of counsel, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act, including pursuant to Rule 144 or Rule 144A thereunder.

SECTION 3: Representations and Warranties of Parent.

Parent represents and warrants to the Releasors as of the Execution Date and as of the Closing as follows:

3.1 Organization and Good Standing . Parent is a corporation duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as now being conducted, to own or use its properties and assets that it purports to own or use, and to perform all of its obligations under Contracts to which Parent is party or by which Parent or any of its assets are bound. Parent is duly qualified to do business as a foreign corporation and is in good standing (where such concept is applicable) under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified could not reasonably be expected to, individually or in the aggregate, result in a material adverse effect on Parent.

3.2 Authority; No Conflict . Except for the requirement that Parent obtain the Required Parent Stockholder Vote:

3. 2(a) Parent has all necessary corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Merger Agreement, and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions and the Merger. The execution and delivery of each of this Agreement, the Registration Rights Agreement and the Merger Agreement by Parent and the consummation by Parent of the Contemplated Transactions and the Merger have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, the Registration Rights Agreement or the Merger Agreement or to consummate the Contemplated Transactions and the Merger (other than, with respect to the Merger, the filing of the Certificate of Incorporation Amendment and as required by the DGCL and NRS, the Certificates of Merger). Each of this Agreement, the Registration Rights Agreement and the Merger Agreement has been duly and validly executed and delivered by Parent and, assuming the due execution and delivery of such agreements by the applicable counterparties thereto, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

3. 2(b) Neither the execution and delivery of this Agreement, the Registration Rights Agreement nor the Merger Agreement, nor the consummation of any of the Contemplated Transactions or the Merger do or will, directly or indirectly (with or without notice or lapse of time or both) (i) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of Parent, or (ii) contravene, conflict with, or result in a violation of any Legal Requirement to which Parent, or any of the assets owned or used by Parent, may be subject, except, in the case of clause (ii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of the Contemplated Transactions or the Merger in any material respect, or otherwise prevent Parent from performing its obligations under this Agreement, the Registration Rights Agreement or the Merger Agreement in any material respect.

3. 2(c) Neither the execution and delivery of this Agreement, the Registration Rights Agreement nor the Merger Agreement by Parent, nor the performance of such agreements and the consummation of the Contemplated Transactions and the Merger, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act, any national securities exchange on which the Parent Common Stock is then listed, and state securities laws, (B) the filing of the Certificates of Merger as required by the DGCL and NRS, (C) the filing of the Certificate of Incorporation Amendment with the Secretary of State of the State of Delaware, and (D) filings made in connection with applicable Antitrust Laws and investment laws, and (ii) such other Consents, filings or notifications where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay the consummation of the Contemplated Transactions or the Merger in any material respect, or otherwise prevent Parent from performing its obligations under this Agreement, the Registration Rights Agreement and the Merger Agreement in any material respect.

3.3 Capitalization . The authorized capital stock of Parent consists of 250,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, US$0.001 par value per share (“ Parent Preferred Stock ”). As of the Execution Date, (a) 67,646,800 shares of Parent Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (b)  74,646,800 shares of Parent Common Stock are reserved for issuance upon exercise of outstanding warrants of Parent (“ Parent Warrants ”), and (c) no shares of Parent Preferred Stock are issued or outstanding. Except as set forth in this Section 3.3 , there are no Contracts, obligations, preemptive rights or other rights relating to the issued or unissued capital stock of Parent, or other Contracts obligating Parent to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, Parent. None of the outstanding equity securities or other securities of Parent was issued in violation of the Securities Act or any other Legal Requirement.

3.4 SEC Reports . Parent has made available through EDGAR to the Releasors a correct and complete copy of each of the Parent SEC Reports, which are all the forms, reports and documents required to be filed by Parent with the SEC. As of their respective filing dates, the Parent SEC Reports:  (a) were prepared in accordance and complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (b) did not (and if amended or superseded by a filing, then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.5 Financial Statements . The financial statements and notes contained or incorporated by reference in the Parent SEC Reports present fairly the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of Parent as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP applied on a consistent basis throughout the periods presented and Regulation S-X of the SEC, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the omission of notes to the extent permitted by Regulation S-X of the SEC or GAAP.

3.6 Certain Registration Matters . Assuming the accuracy of the Releasors’ representations and warranties set forth in Section 2.5 , no registration under the Securities Act is required for the issuance of the Parent Common Stock or Contingent Payment Stock by the Parent to the Releasors.

3.7 Non-Compete . There is no non-compete agreement or other similar commitment to which the Parent or any of its Subsidiaries is a party that would impose restrictions upon the Releasors or any of their respective Affiliates.

3.8 No Undisclosed Business . Neither the Parent nor any of its Subsidiaries is engaged in insurance, banking and financial services, telecommunications, public utility businesses or any other regulated businesses.

3.9 Foreign Corrupt Practices Act . None of the Parent, its Subsidiaries or any director, officer, agent, employee, or any other Person acting for or on behalf of the foregoing (individually and collectively, a “ Parent Affiliate ”), has violated the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption laws, nor has any Parent Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other Person acting in an official capacity for any Government Entity, as defined below, to any political party or official thereof or to any candidate for political office (individually and collectively, a “ Government Official ”) or to any Person under circumstances where such Parent Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of: (a) (1) influencing any act or decision of such Government Official in his official capacity, (2) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) securing any improper advantage, or (4) inducing such Government Official to influence or affect any act or decision of any Government Entity, or (b) in order to assist the Parent or any of its Subsidiaries in obtaining or retaining business for or with, or directing business to the Parent or its Subsidiary. “ Government Entity ” as used in the previous paragraph means any government or any department, agency or instrumentality thereof, including any Entity or enterprise owned or controlled by a government, or a public international organization.

3.10 OFAC . None of (a) the Parent or any of its Subsidiaries or (b) any of their respective officers, employees, directors or agents ((a) and (b) collectively, “ Relevant Persons ”) has engaged directly or indirectly in transactions connected with any of North Korea, Iraq, Libya, Cuba, Iran, Myanmar or Sudan, or otherwise engaged directly or indirectly in transactions connected with any government, country or other Entity or Person that is the target of U.S. economic sanctions administered by the U.S. Treasury Department Office of Foreign Assets Control, including Specially Designate