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Exhibit
10.1
Anti-Dilution
Waiver
AGREEMENT
made as of this 13th day of February 2009 by and between United
Energy Corporation, a New Jersey corporation having its principal
place of business at 600 Meadowlands Parkway, Secaucus, New Jersey
07094 (“United”) and Joseph Grano, with offices located
at 1185 Avenue of the Americas, Suite 1750, New York, New York
10036 (“Grano”).
WHEREAS,
United heretofore issued Series A common stock purchase warrants to
Grano (the “Grano Warrants”), to purchase an aggregate
of 333,333 shares of common stock (the “Grano Warrant
Shares”) of United at an original exercise price of $1.00 per
share;
WHEREAS,
pursuant to Section 9 of the Grano Warrants, in the event that
United shall issue shares of common stock or other securities
convertible into common stock at a price less than the current
exercise price of the Grano Warrants, the exercise price of the
Grano Warrants shall be reduced to such lower price and the number
of Grano Warrant Shares shall be increased based upon a formula set
forth in such section;
WHEREAS,
the Company (a) has authorized the issuance of warrants to
directors of the Company exercisable at $.12 per share of common
stock and to a former employee of the Company exercisable at a
price of $.30 per share of common stock (the “New
Warrants”), has authorized the issuance of a convertible note
to its counsel for legal fees past due in the approximate amount of
$35,000 (the “Note”) which note is convertible into
common stock at a price of $.12 per share, and (c) has agreed to
reduce the exercise price of certain options (the “Wilen
Options”) issued to its President to $.12 per
share;
WHEREAS,
Grano has agreed to limit the application of Section 9 of the Grano
Warrants which would otherwise apply as a result of the issuance of
the New Warrants and the Note, and as a result of the reduction of
the exercise price of the Wilen Option.
NOW,
THEREFORE, in consideration of the mutual covenants herein, it is
agreed as follows:
1.
Reduced Exercise Price
. Notwithstanding
anyt
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