WATER CHEF, INC. Plainview, New York 11803
Exhibit
10.3
WATER
CHEF, INC.
00
Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxx Xxxx 00000
August
18, 2008
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Xxxxxx X.
Xxxxxxx
00
Xxxxxxxx Xxxx
Xxxxxxx,
Xxx Xxxx 00000
Dear Xx.
Xxxxxxx:
Reference
is made to that certain Stock Purchase, Loan and Security Agreement, dated as of
April 16, 2008 (the “Xxxxxxx Agreement”), between Water Chef, Inc. (the
“Corporation”) and yourself (“Xxxxxxx”), pursuant to which the Corporation sold
and issued to Xxxxxxx 6,500,000 shares (the “Xxxxxxx Shares”), of the common
stock, par value $0.001 per share (the “Common Stock”), of the Corporation for
the aggregate purchase price of $547,950 (the “Xxxxxxx Consideration”) and
loaned (the “Xxxxxxx Loan”) Xxxxxxx an amount equal to the Xxxxxxx Consideration
to be used solely for the purpose of Xxxxxxx’x purchase of the Xxxxxxx
Shares. The obligation of Xxxxxxx to repay the Xxxxxxx Loan is
evidenced by a non-recourse promissory note (the “Xxxxxxx Note”), payable to the
Corporation and in the original principal amount equal to the Xxxxxxx
Consideration. Based on discussions between the Corporation and
Xxxxxxx, the Corporation and Xxxxxxx have each determined that it is in the best
interests of the Corporation and Xxxxxxx that the transactions contemplated by
the Xxxxxxx Agreement, as well as the Xxxxxxx Loan, Xxxxxxx Note and Xxxxxxx’x
obligation to repay the Xxxxxxx Loan, be rescinded in their entireties, ab initio.
This
letter agreement confirms the understanding (the “Understanding”) of the
Corporation and Xxxxxxx that the Xxxxxxx Agreement, as well as the Xxxxxxx Loan,
Xxxxxxx Note and Xxxxxxx’x obligation to repay the Xxxxxxx Loan, are, subject to
the terms and conditions set forth below, rescinded in their entireties, ab initio (collectively, the
“Rescission”).
The
Rescission shall become effective automatically upon the occurrence of all of
the following matters, which the Corporation and Xxxxxxx hereby agree to use
their respective best efforts to complete at the earliest possible
time:
(1)
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Xxxxxxx’x
execution of the duplicate copy of this letter agreement in the space
indicated below, confirming Xxxxxxx’x confirmation of the Understanding
and agreement to, and acknowledgement, acceptance and conformation of, all
of the terms and provisions of this letter agreement;
and
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(2)
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Xxxxxxx’x
delivery to the Corporation for cancellation of the stock certificate(s)
evidencing the Xxxxxxx Shares.
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The
Corporation and Xxxxxxx each agree that upon the Rescission becoming effective
in accordance with the immediately preceding paragraph:
(a)
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the
Xxxxxxx Agreement be deemed rescinded in all respects ab initio and shall be
treated as if the Xxxxxxx Agreement was never entered into, and that all
mutual promises, covenants and/or agreements contained in the Xxxxxxx
Agreement shall be of no force and/or
effect;
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Water
Chef, Inc.
Xx.
Xxxxxx X. Xxxxxxx
August
18, 2008
Page
2
(b)
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the
Xxxxxxx Loan and Xxxxxxx Note, as well as the obligations of Xxxxxxx to
repay the Xxxxxxx Loan, be deemed cancelled in all respects ab initio and shall be
treated as if the Xxxxxxx Loan and Xxxxxxx Note were never entered into,
that Xxxxxxx has no obligation to repay the Xxxxxxx Loan and that all
mutual promises, covenants and/or agreements contained in the Xxxxxxx Note
shall be of no force and/or effect;
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(c)
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the
Xxxxxxx Shares shall be deemed cancelled in all respects ab initio and shall be
treated as if the Xxxxxxx Shares were never issued or
outstanding;
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(d)
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the
stock certificate(s) evidencing the Xxxxxxx Shares may be imprinted or
otherwise noted on the Xxxxxxx Note with the words “cancelled and void;”
and
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(e)
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the
stock certificate(s) evidencing the Xxxxxxx Shares shall be delivered to
the transfer agent and registrar for the Common Stock with instructions
that the stock certificate(s) be cancelled in all respects ab initio and be
treated as if the stock certificate(s) were never issued or
outstanding.
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Notwithstanding
anything to the contrary contained in this letter agreement, the Corporation and
Xxxxxxx each agree to do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of the Rescission, the Understanding and this letter agreement and the
transactions contemplated by the Rescission, the Understanding and this letter
agreement.
This
letter agreement contains the entire agreement between the parties and
supersedes all prior agreements or understandings between the Corporation and
Xxxxxxx relating to the subject matter of this Agreement. No oral
representation, agreement or understanding made by any party hereto shall be
valid or binding upon such party or any other party hereto. Any
amendment to or modification of this letter agreement must be in writing and
signed by the party against whom enforcement is to be sought.
This
letter agreement and the rights and obligations of the parties hereunder shall
be interpreted, construed and enforced in accordance with the laws of the State
of New York, without regard to its choice and/or conflict of laws
provisions. Any legal action resulting from, arising under, out of or
in connection with, directly or indirectly, this letter agreement shall be
commenced exclusively in the Supreme Court, State of New York, County of Nassau
or the U.S. District Court for the Eastern District of New York. The
parties to this letter agreement hereby submit themselves to the jurisdiction of
any such court, and agree to service of process on any of them in any such
action, suit or proceeding.
This
letter agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
instrument.
Xxxxxxx
acknowledges that Xxxxxxx has entered into this letter agreement knowingly and
voluntarily after a period of negotiation between the
parties. Xxxxxxx further acknowledges that Xxxxxxx understands the
terms and provisions contained herein and has had the opportunity to review the
same with attorneys of Xxxxxxx’x own choosing.
Water
Chef, Inc.
Xx.
Xxxxxx X. Xxxxxxx
August
18, 2008
Page
3
If the
foregoing accurately reflects Xxxxxxx’x agreement as to the Rescission and
Understanding and the consequences of the Rescission, kindly acknowledge, accept
and confirm such by executing the duplicate copy of this letter agreement in the
space indicated below and return the executed duplicate copy to the
Corporation.
Very
truly yours,
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Water
Chef, Inc.
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By:
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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Chief
Financial Officer
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Agreed,
acknowledged, accepted
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and
confirmed in all respects:
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx
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