MAJORITY STOCKHOLDER CONSENT AGREEMENT

Exhibit 10.4

Execution Copy

MAJORITY STOCKHOLDER CONSENT AGREEMENT
[Xu Hong Bin]

This Stockholder Consent Agreement (this “ Agreement ”) is made and entered into as of May 19, 2008, by and among: Heckmann Corporation , a Delaware corporation (“ Parent ”), and Xu Hong Bin (the “ Consenting Stockholder ”).

Recitals

A.  The Consenting Stockholder is a holder of outstanding shares of common stock, par value $0.001 per share (“ Company Common Stock ”) of China Water and Drinks, Inc., a Nevada corporation (the “ Company ”), and is the record holder and has sole voting power over such number of shares of Company Common Stock as is set forth opposite the Consenting Stockholder’s name on Schedule A   (the “ Shares ”).

B.  Parent, Heckman Acquisition II Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“ Merger Sub ”) and the Company have entered 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 ”) with the Company ceasing to exist and Merger Sub remaining 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 $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, the Company and certain specified holders of Company Common Stock are entering into an undertaking agreement (the “ Undertaking Agreement ”), pursuant to which each such holder will (i) elect to receive in the Merger only cash at US$5.00 for each share of Company Common Stock held by such holder, and (ii) provide a general release of claims against the Company, Parent and Merger Sub.

E.  Concurrently with the execution of this Agreement, Parent, the Company and holders of the Company’s 5% secured convertible notes due January 29, 2011 (the “ Notes ”), which Notes are convertible into shares of Company Common Stock, are entering into a conversion agreement (the “ Conversion Agreement ”), pursuant to which such holders, subject to the conditions therein, will (i) convert their Notes into Company Common Stock, (ii) elect to receive in the Merger only Parent Common Stock at the Exchange Ratio, (iii)  release the Company of certain of its obligations under, and waive certain breaches, defaults and potential defaults of the Company under the Note Purchase Documents (as defined in the Conversion Agreement) on the terms set forth in the Conversion Agreement, and (iv) as of the Effective Time, release various liens and other rights under and terminate the Note Purchase Documents, and in consideration for such waivers, releases, suspensions, and relinquishment of rights as holders of Notes, Parent will, if certain conditions are met, pay to such holders the Contingent Payment (as defined in the Conversion Agreement).

F.  Concurrently with the execution of this Agreement, Parent, the Company and certain specified holders of Company Common Stock (the “ Releasors ”) are entering into a release agreement (the “ Release Agreement ”), pursuant to which each such holder, subject to the conditions set forth therein, will (i) elect to receive in the Merger only Parent Common Stock for each share of Company Common Stock held by such holder, (ii) waive or suspend certain defaults, potential defaults, and obligations of the Company under the PIPE Transaction Documents (as defined in the Release Agreement) on the terms set forth in the Release Agreement, (iii) as of the Effective Time, terminate the PIPE Transaction Documents, and release in full any and all rights of such holders in any shares of Company Common Stock owned or controlled by Xu Hong Bin that are subject to the Make Good Escrow Agreement (as defined in the Release Agreement), and in consideration for such waivers, releases and suspensions, Parent will, if certain conditions are met, pay to such holders the Contingent Payment (as defined in the Release Agreement).

G.  In consideration of the execution and delivery of the Merger Agreement and the other agreements referred to above by Parent and Merger Sub, the Consenting Stockholder desires to (i) vote, or execute a written consent with respect to the Shares, consenting to the adoption of the Merger Agreement and the approval of the Merger, and (ii) elect to receive all stock in the Merger, except as to 15% of the Consenting Stockholder’s Shares.

H.  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 Consenting Stockholder, intending to be legally bound, agrees as follows:

SECTION 1: Written Consent.

1.1 Execution of Written Consent . Concurrent with the execution of this Agreement, the Consenting Stockholder is hereby delivering to the Company a written consent, executed and delivered in accordance with NRS §78.320, in the form attached as Exhibit B (the “ Stockholder Written Consent ”), pursuant to which the Consenting Stockholder is irrevocably consenting to the adoption of the Merger Agreement and the approval of the Merger.

1.2 Effectiveness; Agreement Not to Revoke . The Consenting Stockholder acknowledges and agrees that the Stockholder Written Consent is effective upon the Consenting Stockholder’s execution and delivery to the Company in accordance with NRS §78.320 and Section 1.1 above and that the corporate action consented to in such Stockholder Written Consent may be taken at any time thereafter as provided in the NRS, subject to the terms of the Merger Agreement, the applicable rules and regulations of the SEC, and other applicable Legal Requirements. The Consenting Stockholder further covenants and agrees that the Consenting Stockholder 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 Stockholder Written Consent. The Consenting Stockholder also covenants and agrees to re-execute and re-deliver the Stockholder Written Consent as and when requested by Parent in order that the corporate action contemplated by the Stockholder Written Consent remains continuously authorized by the Consenting Stockholder at all times from the date hereof through the first to occur of (a) the Effective Time, or (b) the termination of the Merger Agreement in accordance with its terms (the “ Termination ”).

SECTION 2: Election Pursuant to Merger Agreement.

2.1 Election . The Consenting Stockholder hereby elects (the “ Cash/Stock Election ”) to, in the event the Merger occurs, receive in the Merger (i) cash at $5.00 per share in respect of 15% of the Shares held by the Consenting Stockholder, and (ii) shares of Parent Common Stock at the Exchange Ratio with respect to the remaining Shares held by the Consenting Stockholder. The Consenting Stockholder agrees that, subject to the consummation of the Merger, the Cash/Stock Election is unconditional and irrevocable. The Consenting Stockholder acknowledges that his Cash/Stock Election pursuant to this Section 2.1 was made on a completely voluntary basis. The Consenting Stockholder will execute such further instruments and provide such further information relevant to the Cash/Stock Election, including declarations related to Taxes, as Parent shall reasonably request in connection with the foregoing.

2.2 Effectiveness; Agreement Not to Revoke . The Consenting Stockholder acknowledges and agrees that the Cash/Stock Election is effective upon the execution and delivery thereof to Parent in accordance with Section 2.1 above, and the Consenting Stockholder 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 Cash/Stock Election. The Consenting Stockholder also covenants and agrees to re-execute and re-deliver the Cash/Stock Election as and when requested by Parent in order that such Cash/Stock Election remains continuously in effect at all times from the date hereof through the first to occur of (a) the Effective Time, or (b) the Termination.

SECTION 3: Representations and Warranties of The Consenting Stockholder.

The Consenting Stockholder represents and warrants to Parent as of the date hereof and as of the Effective Time as follows:

3.1 Authority; No Conflict .

3. 1(a) The Consenting Stockholder has all necessary individual power, capacity and authority to execute and deliver this Agreement, to perform his obligations hereunder, and to consummate the transactions contemplated hereby (collectively, the “ Contemplated Transactions ”). This Agreement has been duly and validly executed and delivered by the Consenting Stockholder and constitutes the legal, valid and binding obligation of the Consenting Stockholder, enforceable against the Consenting Stockholder in accordance with its terms.

3. 1(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 Legal Requirements to which the Consenting Stockholder, or any of the assets owned or used by the Consenting Stockholder, is subject; or (ii) 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 the Consenting Stockholder is a party, except, in the case of clauses (i) and (ii), 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 the Consenting Stockholder from performing his obligations under this Agreement in any material respect.

3. 1(c) The execution and delivery of this Agreement by the Consenting Stockholder does not, and the performance of this Agreement and the consummation of the Contemplated Transactions by the Consenting Stockholder will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws (“ Blue Sky 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 otherwise prevent the Consenting Stockholder from performing his obligations under this Agreement.

3.2 Ownership; Voting . The Consenting Stockholder owns, beneficially or of record, the number of Shares as set forth opposite the Consenting Stockholder’s name on Schedule A hereto, free and clear of any and all Liens or other restrictions on transfer, other than those arising under the Exchange Act, the Securities Act, Blue Sky Laws and other securities laws, and has full power and authority to vote the Consenting Stockholder’s Shares in favor of the Merger and the other transactions contemplated by the Merger Agreement.

3.3 Review of Merger, Conversion, Release and Undertaking Agreements . The Consenting Stockholder has received execution copies of the Merger Agreement, Conversion Agreement, Undertaking Agreement and Release Agreement and has had an opportunity to review them with assistance of counsel and other advisors of his own choosing. The Consenting Stockholder acknowledges and agrees that the terms of such agreements and this Agreement are fair and reasonable.

3.4 Review of SEC Filings . The Consenting Stockholder has had access to the Parent SEC Reports and the Company SEC Reports and has had an opportunity to review the Parent SEC Reports and the Company SEC Reports with assistance of counsel and other advisors of its own choosing. The Consenting Stockholder and his advisors have been afforded the opportunity to ask questions of and receive answers from the Company and Parent regarding the Company, the Company SEC Reports, Parent, the Parent SEC Reports and the Contemplated Transactions.

3.5 Company Representations and Warranties . To the knowledge of the Consenting Stockholder, the representations and warranties made by the Company in the Merger Agreement are true and accurate in all respects. With respect to the knowledge of the Consenting Stockholder, the term “knowledge” shall mean the actual knowledge of the Consenting Stockholder of such matter or what a prudent individual could be expected to discover or otherwise become aware of with respect to a matter after conducting a reasonable inquiry of appropriate senior executives and responsible key employees of the Company concerning the existence of such matter.

SECTION 4: Representations and Warranties of Parent.

Parent represents and warrants to the Consenting Stockholder as of the date hereof and as of the Effective Time as follows:

4.1 Organization and Good Standing . Parent is a corporation duly organized, 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.

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

4. 2(a) Parent has all necessary corporate power and authority to execute and deliver this Agreement and the Merger Agreement, and to perform its obligations hereunder and to consummate the Contemplated Transactions and the Merger. The execution and delivery of this 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 or to consummate the Contemplated Transactions and the Merger. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due execution and delivery of this Agreement by the Consenting Stockholder, 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.

4. 2(b) Neither the execution and delivery of this 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, (ii) contravene, conflict with, or result in a violation of, any Legal Requirement, 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 would otherwise not prevent Parent from performing its obligations under this Agreement or the Merger Agreement in any material respect.

4. 2(c) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement and the consummation of the Contemplated Transactions and the Merger by Parent will not, 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 Blue Sky 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 in any material respect, or would otherwise not prevent Parent from performing its obligations under this Agreement in any material respect.

4.3 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 date hereof, (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 4.3 , there are no Warrants relating to the issued or unissued capital stock of Parent, or 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.

4.4 SEC Reports . Parent has made available to the Consenting Stockholder 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 prior to the date of this Agreement. As of their respective dates, the Parent SEC Reports:  (a) were prepared in accordance and complied 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 at the time they were filed (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. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

4.5 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 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.

4.6 Availability of Funds . Parent has uncommitted cash on hand in an amount sufficient to consummate the transactions contemplated hereby.

SECTION 5: Additional Agreements.

5.1 No Solicitation . The Consenting Stockholder covenants and agrees as of the date hereof and as of the Effective Time as follows:

5. 1(a) No Solicitation or Negotiation . From the date of this Agreement until the earlier to occur of the Termination and the Effective Time, the Consenting Stockholder will not, directly or indirectly:

(i)  solicit, initiate, or knowingly or intentionally encourage or facilitate, any inquiries, offers or proposals that constitute, or could reasonably be expected to lead to, any Acquisition Proposal; or

(ii)  enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any non-public information with respect to, assist or participate in any effort or attempt by any Person with respect to, or otherwise knowingly or intentionally cooperate in any way with, any Acquisition Proposal (provided, however, that providing notice of the restrictions set forth in this Section 5.1 to a third party in response to any such inquiry, request or Acquisition Proposal shall not, in and of itself, be deemed a breach of this Section); or

(iii)  otherwise sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by the Consenting Stockholder.

It is agreed that any violation of the restrictions set forth in this Section 5. 1(a) by any Representative of the Consenting Stockholder, whether or not such Person is purporting to act on behalf of the Consenting Stockholder or otherwise, shall be deemed to be a breach of this Section 5. 1(a) by the Consenting Stockholder. For purposes of this Agreement, the term “ Acquisition Proposal ” shall mean any proposal or offer, whether in one transaction or a series of related transactions, for (i) a merger, consolidation, dissolution, tender offer, exchange offer, recapitalization, share exchange, business combination, stock purchase or other similar transaction involving or affecting any of the Shares, or (ii) any transaction which is similar in form, substance or purpose to any of the foregoing transactions, in each case other than the Contemplated Transactions.

5. 1(b) No Alternative Acquisition Agreement . Until the earlier to occur of the Termination and the Effective Time, the Consenting Stockholder will not enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement constituting or relating to any Acquisition Proposal or any transactions described in Section 5. 1(a)(iii) .

5. 1(c) Cessation of Ongoing Discussions . Until the earlier to occur of the Termination and the Effective Time, the Consenting Stockholder will cease immediately all discussions and negotiations regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or transactions described in Section 5. 1(a)(iii) .

5.2 Legal Conditions to the Contemplated Transactions . Subject to the terms hereof, Parent and the Consenting Stockholder shall use all commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the Contemplated Transactions as promptly as reasonably practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any Consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Consenting Stockholder in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the Merger, (iii) as promptly as practicable, make all filings and any other submissions that such party is required to make, with respect to this Agreement, the Contemplated Transactions and the Merger under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, and (B) any other Legal Requirements, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the Contemplated Transactions and the Merger, and to fully carry out the purposes of this Agreement. Parent and the Consenting Stockholder shall use commercially reasonable efforts to cooperate with each other in connection with the making of all such filings other than any filing required to be made by the Consenting Stockholder with the SEC or any regulatory body (subject to Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Notwithstanding the foregoing, this Section 5.2 shall not be deemed to impose greater or different obligations on Parent with respect to the Merger than as provided in the Merger Agreement.

5.3 Public Disclosure . No party will issue any press release or otherwise make any public statement or other disclosure with respect to the Contemplated Transactions, unless the other party shall have approved such disclosure or such disclosure is required by any Legal Requirement.

5.4 Notification of Certain Matters . The Consenting Stockholder shall give prompt notice to Parent of the occurrence, or failure to occur, of any event, which occurrence or failure to occur causes, or would be reasonably likely to cause (a) any representation or warranty of the Consenting Stockholder contained in this Agreement to be untrue or inaccurate in any respect, or (b) any covenant, condition or agreement not to be complied with or satisfied by him under this Agreement. Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to Parent or the conditions to such party’s obligation to consummate the Contemplated Transactions.

5.5 Market Standoff . For a period beginning at the Effective Time and ending on the second anniversary of such date, the Consenting Stockholder hereby agrees not to sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Parent Common Stock received by the Consenting Stockholder in the Merger. For a period beginning on the date that is the two year anniversary of the Effective Date and ending on the first anniversary of such date, the Consenting Stockholder hereby agrees to sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) Parent Common Stock received by the Consenting Stockholder in the Merger only in conformity with the volume limitations set forth in Rule 144(e) promulgated under the Securities Act.

5.6 General Release . Effective upon the Effective Time, and as a condition to Parent’s executing this Agreement and the Merger Agreement:

5. 6(a) The Consenting Stockholder, for himself and his heirs, devisees, legal representatives, successors, and assigns (each, a “ Releasing Party ”, and, collectively, the “ Releasing Parties ”), does hereby acknowledge complete satisfaction of and does hereby fully, finally, and forever release and discharge each of the Company, Parent, and Merger Sub, and each of the respective directors, officers, employees, stockholders, representatives, predecessors, successors, Affiliates, parents, Subsidiaries (direct and indirect), beneficiaries, heirs, executors, or assigns of any of them (collectively, the “ Released Parties ”) of and from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, obligations, costs, expenses, and compensation of every kind or nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, contingent or otherwise, which such Releasing Parties, or any of them, had, has, or may have had at any time in the past and through and including the Effective Time, against the Released Parties, or any of them, including, but not limited to, any claims which relate to or arise out of such Releasing Party’s relationship with the Company or any of its predecessors or Affiliates, or such Releasing Party’s rights or status as a stockholder of the Company or any of its predecessors or Affiliates, and further including, without limitation, any claims of fraud or fraudulent inducement in connection with the negotiation, execution, delivery, and performance of this Agreement and the other documents and agreements to which such Releasing Party is a party in connection with the Contemplated Transactions (collectively, the “ Causes of Action ”); provided, however, that nothing in this Section shall release, acquit, or discharge any Causes of Action or preclude a lawsuit or claim in respect of any Causes of Action that a Releasing Party may have or bring arising under this Agreement or the other documents and agreements executed and delivered pursuant to this Agreement and under any employment agreement or other agreement between the Consenting Stockholder and Parent that by its terms continues in effect following the Effective Time.

5. 6(b) Each Releasing Party acknowledges that (i)  the cash election price in the Merger is less, as of the date hereof, than the stock election under which Parent Common Stock will be issued, (ii) Parent Common Stock could trade at prices lower or higher than the current price, and (iii) Parent may take any number of actions that could have an effect on the price of its stock, including the issuance of Parent Company Stock and mergers or acquisitions. To the extent that Releasing Party is receiving cash in the Merger, he will not participate in any appreciation of Parent