Exhibit 10.3
SECOND ADDENDUM TO SETTLEMENT AGREEMENT
This Second Addendum to Settlement Agreement and is made and entered into
by and between X. Xxxxxx and Xxxxxxxx Xxxxxxxx, husband and wife and K. Xxxxxx
Xxxxxxxx individually, Xxxxxxx X. and Xxxxxxx X. Xxxxxxxx, husband and wife,
Xxxxxxx X. Xxxxxxxxxx, the Xxxxx X. Xxxxxxx Estate, Xxxxxxxxx X. Xxxxxxx and the
Xxxxxxxxx X. Xxxxxxx Revocable Trust, Xxxxxxxxx X. Xxxxxxx, Xxxxxxx X. and Xxxxx
X. Xxxxxx, husband and wife, Xxxxxxxxx Xxxxxx, Xxxxx X. Xxxxxx, and Xxxxxx X.
Xxxxxx and the Xxxxxx X. Xxxxxx 1995 Trust (hereinafter collectively the
"Debenture Holders") and Water Chef, Inc. (hereinafter "WaterChef").
WHEREAS, the Debenture Holders and WaterChef have previously entered into a
Settlement Agreement and General Release effective as of June 20, 2002 and fully
executed by all of the parties as of July 8, 2002; and
WHEREAS, the Debenture Holders and WaterChef have previously entered into
an Addendum to Settlement Agreement to also be effective as of June 20, 2002 and
fully executed by all of the parties as of March 15, 2004; and
WHEREAS, WaterChef has to date not been successful in obtaining Securities
and Exchange Commission approval and consent to the issuance of the Notice of
Shareholders' Meeting and the proposed Proxy Statement necessary to permit
WaterChef to hold the contemplated shareholders meeting to approve the increase
in WaterChef's authorized capital; and
WHEREAS, the Debenture Holders have acquiesced in the continuation of the
Settlement and have forborne from commencing an enforcement action against
WaterChef under the Settlement Agreement; and
WHEREAS, the Debenture Holders and WaterChef have agreed to amend the terms
of the Settlement Agreement and General Release.
NOW THEREFORE, in consideration of the Settlement Agreement and General
Releases, the First Addendum, and the promises and covenants set forth below,
the Debenture Holders and WaterChef hereby agree as follows:
1. Debenture Holders and WaterChef agree to amend the Settlement Agreement
and General Releases by striking therefrom all of paragraph 2(e) and
inserting in place thereof the following new paragraph 2(e):
(e) WaterChef shall and does hereby extend the term of each of the
Debenture Holders' outstanding and unexercised warrants to purchase Common
Stock of WaterChef until 5:00 PM Eastern Standard Time on that date which
is twelve (12) months following the effective date of WaterChef's
registration of its Common Stock, Par Value $.001 for sale under the
Securities Act of 1933, as amended. WaterChef shall notify each of the
Debenture Holders in writing of the date upon which its registration is
effective within not more than thirty (30) days of the effective date.
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WaterChef further agrees that this extension of the warrant exercise period
shall otherwise be on the same terms and conditions of the Warrants as
amended by the Allonge To and Amendment and Extension of Common Stock
Purchase Warrant dated as of June 20, 2002.
The extension of the exercise period shall be evidenced by the Second
Allonge To and Amendment and Extension of Common Stock Purchase Warrant to
be issued by WaterChef within thirty (30) days of the date of the execution
hereof by the Debenture Holders.
The Debenture Holders shall deliver to Debenture Holders' counsel each of
their outstanding and unexercised warrants as previously amended and
extended to be held by such counsel until WaterChef shall have issued with
respect to each such warrant its Second Allonge To and Amendment and
Extension of Common Stock Purchase Warrant dated March 15, 2004 which shall
amend the expiry and piggy-back registration restrictions of such warrant
as provided herein and shall further confirm that except as so amended the
original terms of such warrant remain in full force and effect. WaterChef
shall issue the Second Allonge To and Amendment and Extension of Common
Stock Purchase Warrant with respect to each outstanding and unexercised
warrant on the terms set forth herein regardless of the vote of the
shareholders regarding the proposed increase in authorized capital stock.
WaterChef shall deliver an Allonge To and Amendment and Extension of Common
Stock Purchase Warrant for each outstanding and unexercised warrant to
Debenture Holders' counsel which Debenture Holders' counsel shall affix to
and make a part of each of the outstanding and unexercised warrants, and
Debenture Holders' counsel shall thereupon redeliver the warrants as
further amended to Debenture Holders.
2. Except as modified by this Second Addendum, all of the terms and
conditions of the Settlement Agreement and General Releases as modified by the
Addendum to Settlement Agreement shall remain in full force and effect and are
hereby ratified and confirmed by the Debenture Holders and WaterChef.
[SIGNATURES ON THE FOLLOWING PAGES]
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IN WITNESS HERETO, the parties have executed this Agreement to be
retroactively effective as of June 20, 2002.
DEBENTURE HOLDERS: WATER CHEF, INC.
By: /s/
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K.Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxx
Its: President
Duly Authorized
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Callaway Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxxxx X. Xxxxxxx, individually and as Trustee of the
Xxxxxxxxx X. Xxxxxxx Trust
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Xxxxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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Xxxxxxxxx Xxxxxx
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Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Trustee of the Xxxxxx X. Xxxxxx 1995 Trust
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Xxxxxxxx Xxxxxx, a distributee of the Xxxxx X. Xxxxxxx 1990 Trust
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Xxxxxx Xxxxxxx, a distributee of the Xxxxx X. Xxxxxxx 1990 Trust
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Xxxxx Xxxxxxx, a distributee of the Xxxxx X. Xxxxxxx 1990 Trust
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Xxxx Xxxxxxx, a distributee of the Xxxxx X. Xxxxxxx 1990 Trust
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