Water Science, LLC
EXHIBIT 10.3
Water
Science, LLC
0000 XX
00xx
Xxxxx
Xxxxx,
Xxxxxxx 00000
March __,
2010
0000 Xxxx
Xxxxxxxxxxxxx Xxxx., Xxxxx X
Xxxxxxxx,
Xxxxxxx 00000
|
|
Re:
|
Limited
Waiver of Section 2.4 of Warrant Agreement dated May 9, 2007, and Section
9 of Second Amended and Restated Senior Secured Convertible Promissory
Note dated October 6, 2008, as amended on March 10, 2009 and August 27,
2009
|
|
Gentlemen:
|
Reference is made to (a) the Warrant
Agreement dated May 9, 2007, by and between Water Science, LLC (the "Investor")
and EAU Technologies, Inc. (the "Company"), and (b) the Second Amended and
Restated Senior Secured Convertible Promissory Note, dated as of October 6, 2008
and amended as of March 10, 2009 and August 27, 2009, by and between the
Investor and the Company (the "Second Amended Convertible Note").
The Board of Directors of the Company,
or the Compensation Committee thereof, has approved the issuance of 100,000 of shares of its
$0.0001 par value common stock at a sales price of $1.00 per share to Xxxxxxxx X.
Xxxxxx, Xx., a director of the Company. Investor hereby agrees that
the issuance of the shares of stock will not cause an adjustment in (a) the
Conversion Price of $1.00 pursuant to Section 9 under the Second Amended
Convertible Note, or (b) the Purchase Price pursuant to Section 2.4 of the
Warrant Agreement.
|
Very
truly yours,
|
|
|
WATER
SCIENCE, LLC
|
|
| /s/ Xxxxx X. Xxxxxxx | |
|
Xxxxx
X. Xxxxxxx
|
|
|
Manager
|
