TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY
BINDING
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AGREEMENT FOR SUPPLY OF
SPRING WATER
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WATER
BANK OF AMERICA INC. , a corporation legally incorporated pursuant to
the Canada Business Corporations Act , with its registered
office at 5, Place Ville-Marie, Montreal, Quebec H3B 2G2,
duly represented for the purposes hereof by Mr. Jean Jean
Pelletier, authorized to act for the purposes hereof as declared by
him;
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hereinafter
referred to as “WBOA”
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4287762
CANADA INC. , a
corporation legally incorporated pursuant to the Canada
Business Corporations Act , with its registered office at
12,271 Route 11, Village Blanchard, New Brunswick, Canada
E8P 1R4, duly represented by Mr. Bruno St-Onge,
authorized to act for the purposes hereof as declared by
him;
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hereinafter
referred to as “CANADA INC.”
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ANTIROUILLE MÉTROPOLITAIN CANADA
LTÉE , a
corporation legally incorporated pursuant to the Canada
Business Corporations Act , with its registered office at 3175
Thibeau Blvd., Trois-Rivières, Province of Quebec, duly
represented by Mr. Bruno St-Onge, authorized to act for the
purposes hereof as declared by him;
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hereinafter
referred to as the “INTERVENER”
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WHEREAS a promise to sell was executed, on
January 26, 2006, between WBOA and Bruno St-Onge, the
latter having designated the INTERVENER as the
purchaser;
WHEREAS said promise to sell stipulates that the sale of
the shares of 4287762 CANADA INC., which exploits a spring located
in New Brunswick (hereinafter referred to as the
“Spring”), is conditional upon the parties having
agreed to an agreement for the supply and manufacture of secured
spring water ice cubes;
WHEREAS the Spring has an annual catchment capacity of
approximately ONE BILLION SIX HUNDRED FORTY MILLION (1,640,000,000)
litres of water;
WHEREAS the parties hereby wish to enter into a private
agreement whereby CANADA INC. will grant to WBOA the water rights
for a fixed price and period;
THE
PARTIES AGREE AS FOLLOWS:
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The preamble is
an integral part hereof.
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CANADA INC.
undertakes to grant to WBOA annual water rights in an amount equal
to approximately EIGHT HUNDRED MILLION (800,000,000) litres of
water, or the equivalent of fifty percent (50%) of the hydraulic
capacity of the Spring, spread out evenly over twelve (12)
months.
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The cost of the
water rights stipulated in paragraph 2.1 shall be SIXTEEN
CENTS ($0.16) per litre of water, whether bottled or in the form of
secured spring water ice cubes for the first year of this
agreement, which price shall be indexed annually according to
general inflation for the price of spring water in North America.
Moreover, it is understood that the price of the water sold
internationally will be increased by the extra premiums related to
liability insurance.
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Moreover,
subject to CANADA INC. having the necessary infrastructures and
authorizations to sell water in bulk, the price of bulk water shall
be equivalent to the Canadian average for such product, plus any
related expenses with respect to regulatory standards.
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On the first
day of each month, WBOA shall provide a written estimate of the
number of litres of water which it intends to acquire over the
following three (3) months (hereinafter referred to as the
“Period”). In the event that WBOA does not in fact use
all of the water rights granted to it for the Period and if CANADA
INC. has in its possession a written contract signed by a third
party in good faith for an amount equivalent or exceeding the
amount available during said Period or during a period not
exceeding two (2) years, CANADA INC. may demand that WBOA confirms
the amount of litres of water which it intends to purchase during
said Period or during the period covered by the agreement insofar
that the Period does not exceed two (2) years. In such event, WBOA
shall have a delay of fifteen (15) days to formally confirm that it
irrevocably undertakes to purchase a specific quantity of litres of
water and to demonstrate its capacity to pay.
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CANADA INC.
undertakes to provide and process for WBOA high quality spring
water which conforms to regulatory and legislative applicable norms
in Canada and in the United States, as the case may be.
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It is expressly
understood, for the term provided for in Section 6 of this
agreement, that WBOA shall not obtain its supply of spring water,
for the territories of Canada and the United States, from any other
source, save and except as provided for hereinafter.
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Thus,
notwithstanding the above paragraph, it is expressly understood
that WBOA shall be allowed to obtain its supply of spring water
from any other source if one or any of the following conditions
should arise:
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if the spring
water supplied by CANADA INC. does not meet regulatory and
legislative applicable norms in Canada and the United States and
CANADA INC., and that it has not remedied such situation within
sixty (60) days following the delivery of a written notice to this
effect;
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if CANADA INC.
cannot fulfil the orders as provided for by WBOA for a Period, for
any reasons whatsoever.
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Moreover, the
parties acknowledge and represent that none of the provisions in
this section will be interpreted as preventing WBOA from obtaining
supplies of treated water for the purpose of purchasing and/or
manufacturing secured ice cubes, the whole as more fully described
in Section 2.3 of the Agreement for the Manufacture of Secured
Spring Water Ice Cubes and Bottled Water entered into on this date
between the parties.
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WBOA undertakes
to never associate the “ICE ROCKS” trademark with
products containing treated water (namely bottled treated water and
secured ice cubes made with treated water).
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In
consideration of the water rights provided for in the
above-mentioned Section 2, WBOA shall grant to CANADA INC. an
option to acquire SIX MILLION (6,000,000) Class A Shares in
WBOA’s share capital for a period of five (5) years of the
execution hereof and for a purchase price of TWENTY-FIVE CENT
($0.25) per share.
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This agremment
will have a term of twenty (20) years following the date of its
execution.
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The following
events are deemed to be events of default and will entitle WBOA to
terminate this agreement upon giving CANADA INC. a sixty (60) day
written notice to this effect if:
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CANADA INC.
fails to honour one or several clauses of the agreement or of any
other agreement in effect between the parties;
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CANADA INC. is
declared bankrupt or insolvent by a competent court, assigns its
business or all or
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