EXHIBIT 10.1
WARRANT CANCELLATION AGREEMENT
This Warrant Cancellation Agreement (the
"Agreement") is made by and
between The Quercus Trust (the "Trust") and Entech Solar, Inc.,
f.k.a.
WorldWater & Solar Technologies Corp. (the "Company"), a
Delaware corporation,
as of February 4, 2009 (the "Effective Date").
RECITALS
Whereas, the Trust is a holder of in
excess of 49 million shares of Common
Stock (the "Shares") and warrants (the "Warrants") to purchase: (a)
9 million
shares of Common Stock of the Company, such Warrants having an
exercise price of
$1.815 per share and expiring on March 28, 2013; and (b) 29
million shares of
Common Stock of the Company, such Warrants having an exercise price
of $1.815
per share and expiring on August 12, 2013. The Warrants do
not include other
warrants held by the Trust which are exercisable for 2 million
shares of Common
Stock of the Company, such Warrants having an exercise price of
$0.317 and
expiring on November 16, 2016.
Whereas, the Trust has determined that it
is in the best interest of the
Company, its stockholders and employees for the Trust to cancel the
Warrants in
consideration of the Company agreeing to amend its 1999 Incentive
Stock Option
Plan and granting additional options to its employees, directors
and consultants
on the terms set forth herein;
Whereas, the Company has determined that
it is in the best interests of the
Company, its stockholders and its employees to enter into this
Agreement.
AGREEMENT
Now, therefore, in consideration of the
foregoing and other valuable
consideration, the receipt and sufficiency is hereby acknowledged,
the parties
hereto agree as follows:
1. Amendment. The Company shall
amend (the "Amendment") the Company's 1999
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Incentive Plan (the "Plan") to increase the number of shares
available for
issuance under the Plan by 20 million shares, to extend the term of
the Plan
until February 4, 2014, and to expand the persons entitled to
receive options
under the plan to include directors and consultants. Subject
to the approval of
the amendment by the stockholders, the Warrants should be
cancelled.
2. Grant to Series D Director. In
connection with the cancellation of the
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Warrants, the Trust has requested, and the Board of Directors and
the
Compensation Committee of the Company have agreed, at the request
of the Trust,
to grant to any person not affiliated with the Trust, whom the
Trust proposes to
nominate as a director pursuant to the Trust's rights as a holder
of a majority
of the outstanding Series D Convertible Preferred Stock of the
Company, options
to purchase up to 3,000,000 shares of Common Stock of the
Company. Such options
shall have terms consistent
