Unassociated Document


    STOCK
      PURCHASE AGREEMENT

    


    THIS
      STOCK PURCHASE AGREEMENT (the “Agreement”)
      is
      made and entered into as of this _10th__
      day of
      November, 2008 (the “Effective
      Date”),
      by
      and between Theodore C. Jacoby, Jr. and EAU Technologies, Inc., a Delaware
      corporation (the “Corporation”).

     

    WITNESETH:

     

    WHEREAS,
      the Corporation desires to sell to Theodore C. Jacoby, Jr.(the “Purchaser”), and
      Purchaser desires to purchase from the Corporation, a total of 100,000 shares
      of
      the Common Stock of the Corporation at a purchase price of $1.00 per share
      upon
      the terms and conditions set forth in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1. Purchase
      and Sale of Shares.
      Subject
      to the terms of this Agreement, the Corporation hereby agrees to sell to
      Purchaser, and Purchaser herby agrees to purchase from the Corporation a total
      of 100,000 unregistered shares of the Common Stock of the Corporation (the
      “Purchased
      Shares”)
      at a
      purchase price of $1.00 per share. 

    


    2. Purchase
      Price; Issuance of Shares.
      The
      aggregate cash consideration for the Purchased Shares shall be $100,000 (the
      “Purchase
      Price”),
      which
      shall be paid by Purchaser to the Corporation by wire transfer of immediately
      available funds, on the following date: November 10, 2008. Upon
      receipt by the Corporation of the Purchase Price, the Corporation shall cause
      its transfer agent to issue
      in
      the name of, and deliver to, Purchaser a certificate evidencing the number
      of
      Purchased Shares purchased for the applicable Purchase Price
      payment.

    


    3. Representations
      and Warranties of the Corporation.
      The
      Corporation hereby represents and warrants to Purchaser as follows:

    


    3.1 Authority.
      The
      Corporation has the corporate power and authority to execute and deliver the
      Agreement,
      to sell the Purchased Shares to Purchaser, and
      to
      perform its obligations hereunder, and such execution, delivery and performance
      will not violate any agreement, contract, law, rule, decree or other legal
      restriction by which the Corporation is bound.
      The
      execution of the Agreement and the issuance of the Purchased Shares hereunder
      have been approved by the Board of Directors of the Corporation.

    


    3.2 Shares.
      Upon
      payment of the applicable Purchase Price amount, the Purchased Shares for which
      the Corporation has actually received payment shall be duly authorized, validly
      issued, fully-paid and non-assessable. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4. Representations
      and Warranties of Purchaser.
      Purchaser hereby represents and warrants to the Corporation as
      follows:

    


    4.1 Legal
      Capacity.
      Purchaser has the company power and authority to execute and deliver the
Agreement,
      to purchase the Purchased Shares from the Corporation, and
      to
      perform its obligations hereunder, and such execution, delivery and performance
      will not violate any agreement, contract, law, rule, decree or other legal
      restriction by which Purchaser is bound. The
      execution of the Agreement by Purchaser
      and the
      performance of its obligations hereunder has been approved by all company action
      and no further company action is necessary for Purchaser
      to
      perform its obligations hereunder. Purchaser
      has duly
      executed and delivered this Agreement.

    


    4.2 Information.
      Purchaser has had a reasonable opportunity to conduct due diligence related
      to
      the purchase of the Purchased Shares, including the opportunity to ask questions
      and receive answers from the Corporation, and Purchaser has received all
      information requested by it from the Corporation in connection with the purchase
      of the Purchased Shares. Purchaser has had an opportunity to consult with its
      own legal counsel, tax and financial advisors regarding the purchase of the
      Purchased Shares.

    


    4.3 Investment.
      (a)
      Purchaser is acquiring the Purchased Shares solely for its own account for
      investment purposes and not with a view or interest of participating, directly
      or indirectly, in the resale or distribution of all or any part thereof; (b)
      Purchaser acknowledges that all of the Purchased Shares acquired by it are
      to be
      issued and sold to Purchaser without registration and in reliance upon certain
      exemptions under the Federal Securities Act of l933, as amended, and in reliance
      upon certain exemptions from registration requirements under applicable state
      securities laws; (c) Purchaser will make no transfer or assignment of any of
      the
      Purchased Shares except in compliance with the Securities Act of l933, as
      amended, and any other applicable securities laws; (d) Purchaser consents,
      agrees and acknowledges that the certificate or certificates representing the
      Purchased Shares will be inscribed with the following legend, or another legend
      to the same effect and agrees to the restrictions set forth therein:
“The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, or under the securities laws of any other
      jurisdiction, in reliance upon exemptions from the registration requirements
      of
      such laws. The shares represented by this certificate may not be sold or
      otherwise transferred, nor will an assignee or endorsee hereof be recognized
      as
      an owner of the shares by the issuer unless: (i) a registration statement under
      the Securities Act of 1933 and other applicable securities laws with respect
      to
      the shares and the transfer shall then be in effect; or (ii) in the opinion
      of
      counsel satisfactory to the issuer, the shares are transferred in a transaction
      which is exempt from the registration requirements of such laws.”;
      (e)
      Purchaser is aware that no federal or state agency has made any recommendation
      or endorsement of the Purchased Shares or any finding or determination as to
      the
      fairness of the investment in such Purchased Shares; (f) neither the Corporation
      nor any person acting on its behalf has offered the Purchased Shares to it
      by
      means of general or public solicitation or general or public advertising, such
      as by newspaper or magazine advertisements, by broadcast media, or at any
      seminar or meeting whose attendees were solicited by such means; (g) Purchaser
      hereby acknowledges and represents that no commission or other remuneration
      has
      been paid or given directly or indirectly in connection with the offer or sale
      of the Purchased Shares to him; (h) it acknowledges that no public or secondary
      market exists or may ever exist for the Purchased Shares and, accordingly,
      it
      may not be able to readily liquidate its investment in the Purchased Shares;
      and
      (i) it acknowledges that the Purchased Shares are a speculative investment
      and
      represents that it can bear the economic risks of such an investment for an
      indefinite period of time.

     

    
      
        
        

      

      
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    4.4 Indemnification.
      Each
      party hereby agrees to indemnify the other and hold harmless each other and
      all
      of its affiliates, attorneys, accountants, employees, officers, directors,
      shareholders and agents from any liability, claims, costs, damages, losses
      or
      expenses incurred or sustained by them as a result of either party’s
      representations and warranties being untrue or inaccurate, or because of a
      breach of this Agreement by either party.

    


    4.5 Brokers.
      Purchaser has not retained or utilized the services of any broker, finder,
      intermediary, or paid or agreed to pay any fee or commission to any person
      or
      entity for or on account of the transactions contemplated hereby, or had any
      communications with any person or entity thereto which would obligate Purchaser
      or the Corporation to pay any such fees or commissions.

    


    5. Survival
      of Representations and Warranties.
      All
      representations and warranties of the parties contained in this Agreement shall
      survive the execution and delivery of this Agreement.

    


    6. Amendment
      and Modification.
      Subject
      to applicable law, this Agreement may be amended, modified and supplemented
      in
      any and all respects, only by written agreement signed by Purchaser
      and the
      Corporation.

    


    7. Notices.
      All
      notices, consents and other communications hereunder shall be in writing and
      shall be deemed to have been duly given when delivered by hand or by Federal
      Express or a similar overnight courier to the party for whom intended, at the
      address for such party set forth below (or at such other address for a party
      as
      shall be specified by like notice, provided,
      however,
      that
      any notice of change of address shall be effective only upon
      receipt):

    


    if
      to
Purchaser:                        
         Theodore
      C. Jacoby, Jr.

    1716
      Hidden Creek Court

    St.
      Louis, MO  63131

    


    if
      to the
      Corporation:                           
  EAU
      Technologies, Inc.

    1890
      Cobb
      International Blvd., Suite A

    Kennesaw,
      Georgia 30152

    Attention:
      Wade R. Bradley, President and CEO

    


    The
      parties hereto agree that notices or other communications that are sent in
      accordance herewith (i) by personal delivery will be deemed received on the
      day
      sent or on the first business day thereafter if not sent on a business day,
      (ii)
      by overnight delivery, will be deemed received on the first business day
      immediately following the date sent, and (iii) by U.S. mail, will be deemed
      received three (3) business days immediately following the date
      sent.

     

    
      
        
        

      

      
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    8. Counterparts.
      This
      Agreement may be executed in multiple counterparts, all of which shall together
      be considered one and the same agreement.

    


    9. Entire
      Agreement; Third Party Beneficiaries.
      This
      Agreement and any exhibits thereto constitute the entire agreement of the
      parties with respect to the subject matter hereof and supersede and terminate
      all prior agreements and understandings, both written and oral, among the
      parties with respect to the subject matter hereof, and is not intended to confer
      upon any person other than the parties hereto any rights or remedies
      hereunder.

    


    10. Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction or other authority to be invalid, void, unenforceable
      or
      against its regulatory policy, the remainder of the terms, provisions, covenants
      and restrictions of this Agreement shall remain in full force and effect and
      shall in no way be affected, impaired or invalidated.

    


    11. Governing
      Law.
      This
      Agreement and the rights and obligations of the parties under this Agreement
      shall be governed by, and construed and interpreted in accordance with, the
      law
      of the State of Georgia.

    


    12. Assignment.
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any of the parties hereto (whether by operation of law or
      otherwise) without the prior written consent of the other parties. Subject
      to
      the preceding sentence, this Agreement will be binding upon, inure to the
      benefit of and be enforceable by the parties and their respective permitted
      successors and assigns.

    


    13. Expenses.
      Except
      as otherwise provided herein, all costs and expenses incurred in connection
      with
      this Agreement and the consummation of the transactions contemplated herein
      shall be paid by the party incurring such costs and expenses, whether or not
      the
      transactions contemplated hereby are consummated.

    


    14. Headings.
      Headings of the articles and sections of this Agreement are for convenience
      of
      the parties only, and shall be given no substantive or interpretative effect
      whatsoever.

    


    15. Waivers.
      Except
      as otherwise provided in this Agreement, any failure of any of the parties
      to
      comply with any obligation, covenant, agreement or condition herein may be
      waived by the party or parties entitled to the benefits thereof only by a
      written instrument signed by the party granting such waiver, but such waiver
      or
      failure to insist upon strict compliance with such obligation, covenant,
      agreement or condition shall not operate as a waiver of, or estoppel with
      respect to, any subsequent or other failure.

    


    [Signatures
      begin on following page.]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have executed and delivered this Stock Purchase Agreement on the date
      first written above.

    
      	 	 	 
	 	
              CORPORATION:

               

              EAU
                TECHNOLOGIES,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Wade
              R.
              Bradley
	 	
              
Wade
              R. Bradley
	 	Chief Executive Officer 


      	 	 	 
	 	PURCHASER:
	 
 	 
 	 
 
	
            	  	/s/ Theodore
              C. Jacoby, Jr. 
	 	
              
Theodore
              C. Jacoby, Jr.
	 	
            




    
      
        
        

      

      
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