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China
Water and Drinks Inc.
Unit
07, 6/F Concordia Plaza
1
Science Museum Road
Tsimshatsui,
East Kowloon, Hong Kong
March
31, 2008
Re:
China Water and Drinks Inc.
Gentlemen:
Reference
is made to (i) that Securities Purchase Agreement dated as of
January 24, 2008 (the “Securities Purchase
Agreement”) by and among China Water and Drinks, Inc
(the “Company”), and the buyers parties thereto
(the “Buyers”) and (ii) the Escrow Agreement dated
as of January 24, 2008 (the “Escrow Agreement”) by
and among the Company, Roth Capital Partners LLC (the
“Placement Agent”), Goldman Sachs
International , as collateral agent (the
“Collateral Agent”) and Tristate Title and Escrow,
as escrow agent (the “Escrow Agent”). Capitalized
terms used herein without definition shall have the meanings
ascribed to such terms in the Securities Purchase
Agreement.
Section
10(e) of the Securities Purchase Agreement provides that no
provision of the Securities Purchase Agreement may be waived
or amended except in a written instrument signed by the
Company and the holders of at least a marjority of the
aggregate principal amount of the Notes (as defined in
the Securities Purchase Agreement) issued and issuable under
the Securities Purchase Agreement. Section 11.2 of the Escrow
Agreement provides that the Escrow Agreement may be amended or
modified only in writing and signed by all of the parties
thereto.
The
undersigned Buyer owns the aggregate principal amount of the
Notes listed next to such Buyer’s name on Schedule A
hereto.
The
undersigned Buyer hereby agrees that (i) Section 4(d) of the
Securities Purchase Agreement shall be amended by deleting the
words “within two weeks of the Closing Date” in
the eighteenth and nineteenth lines thereof and substituting
therefor the words “by no later than April
30
,
2008” and (ii) Section 8 of the Securities Purchase
Agreement shall be amended by deleting the words “Within
45 days of the Closing” in the first line thereof and
substituting therefor the words “By no later than April
30, 2008,”.
The
Company, the Placement Agent, the Collateral Agent and the
Escrow Agent hereby agree that (i) Section 3.2(a) of the
Escrow Agreement shall be amended by deleting the words
“within forty five (45) days of the Closing
Date&rd
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