EXHIBIT 10.3
Water Science, LLC
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January 10, 2007
Electric Aquagenics Unlimited, Inc.
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Re: Limited Waiver of Section 2.4 of Warrant Agreement dated September 16,
2005, Section 2.4 of Warrant Agreement dated May 1, 2006, and Section
9 of Senior Secured Convertible Promissory Note dated September 16,
2005
Gentlemen:
Reference is made to (a) the Warrant Agreement, dated as of September 16,
2005 by and between Water Science, LLC (the "Investor") and Electric Aquagenics
Unlimited, Inc. (the "Company") (the "September 16, 2005 Warrant"), (b) the
Warrant Agreement, dated as of May 1, 2006 by and between the Investor and the
Company (the "May 1, 2006 Warrant"), and (c) the Senior Secured Convertible
Promissory Note, dated as of September 16, 2005 by and between the Investor and
the Company (the "Senior Secured Convertible Note").
The Company has proposed to sell and issue 2,307,692 shares of its $0.0001
par value common stock to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") for a purchase price of
$1.30 per share. Investor hereby agrees that the sales and issuance of the
shares of stock to ▇▇▇▇▇▇▇ for $1.30 per share will not cause an adjustment in
(a) the Conversion Price of $3.00 pursuant to Section 9 under the Senior Secured
Convertible Note, (b) the Purchase Price pursuant to Section 2.4 of the
September 16, 2005 Warrant Agreement, or (c) the Purchase Price pursuant to
Section 2.4 of the May 1, 2006 Warrant Agreement.
Very truly yours,
WATER SCIENCE, LLC
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Manager