Exhibit 10.1
AGREEMENT
This Agreement (the "Agreement"), dated August 11, 2010, is by and between
EcoBlu Products, Inc. (the "Company") and the investor listed on the signature
page hereto (the "Investor").
RECITALS
A. Pursuant to that certain Securities Purchase Agreement (the "Purchase
Agreement"), dated as of March 26, 2010, by and among the Company, the Investor
and the other parties thereto (such other parties and their successors and
assigns, the "Other Investors"), the Investor purchased a Note and Warrants as
set forth on the Schedule of Buyers attached to the Purchase Agreement.
Capitalized terms used in this Agreement that are not otherwise defined have the
meanings set forth in the Purchase Agreement.
B. The Company desires to reduce the Exercise Price (as defined in the
Investor's Warrant (as defined below)) of the Investor's Warrant to $0.20.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investor
hereby agree as follows:
1. Series D Warrant of the Investor.
(a) The Exercise Price of the Series D Warrant held by the Investor (the
"Investor's Warrant") is hereby automatically reduced to $0.20, subject to
further adjustment as provided therein, and the Investor's Warrant is hereby
amended to reflect the foregoing.
(b) The Investor hereby agrees that (i) the number of shares of Common Stock
issuable upon exercise of the Investor's Warrant shall not be increased
solely
as a result of the reduction of the Exercise Price as contemplated by Section
1(a) above and (ii) the Conversion Price (as defined in the Investor's Note) of
the Investor's Note and the Exercise Prices (as defined in the Warrants (other
than the Investor's Warrant)) of the Warrants (other than the Investor's
Warrant) held by the Investor shall not be reduced solely as a result of the
reduction of (1) the Exercise Price as contemplated by Section 1(a) above and
(2) the Exercise Price (as defined in the Series D Warrants held by the Buyers
(other than the Investor)) of the Series D Warrants held by the Buyers (other
than the Investor) to $0.20 on the date hereof; provided, however, if and
whenever after the date hereof the Company issues or sells, or is deemed to have
issued or sold, Common Stock (as determined pursuant to the Investor's Warrant)
(but excluding any Excluded Securities issued or sold or deemed to have been
issued or sold) for consideration per share (as determined pursuant to Section
2(b) of the Investor's Warrant) (the "Price Per Share") less than (I) the
Exercise Price in effect immediately prior to the adjustment contemplated by
Section 1(a) above (which is $0.40 (as adjusted for any stock dividend, stock
split, stock combination or other similar transaction)) and greater than or
equal to $0.20 (as adjusted for any stock dividend, stock split, stock
combination or other similar transaction) or (II) the Exercise Price in effect
immediately prior to such issuance or