Exhibit 10.2
Novation
Agreement
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