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This Novation Agreement (this “ Agreement ”) is entered into as of this 30th day of September, 2011 by and among China Water and Drinks (BVI) Inc., a company formed under the laws of the British Virgin Islands (“ BVI ”), China Water & Drinks, Inc., a Delaware corporation (“ CWD DE ”) and Pacific Water & Drinks (HK) Group Limited (f/k/a Sino Bloom Investments Limited) (“ Buyer ”). All capitalized terms used by not otherwise defined herein shall have the meaning set forth in the SPA (as defined below).
WHEREAS , on September 30, 2011, Buyer, BVI, as Seller, and China Water and Drinks (H.K.) Holdings Limited, a company duly incorporated under the laws of Hong Kong (“ CWD HK Holdings ”), entered into a Share Purchase Agreement (the “ SPA ”) pursuant to which, among other things, Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, all of the shares of outstanding issued capital stock of CWD HK Holdings; and
WHEREAS , BVI desires to substitute its ultimate parent corporation, CWD DE, as seller party under the SPA, and accordingly, transfer all of its rights and obligations under the SPA to CWD DE, and Buyer desires to accept such substitution of CWD DE for BVI under the SPA.
NOW, THEREFORE , for and in consideration of the mutua