AMENDMENT TO THE INVESTMENT AGREEMENT
AMENDMENT
TO THE INVESTMENT AGREEMENT
This
Amendment to the Investment Agreement is made as of the 18th day of DECEMBER
2007.
BETWEEN
GLOBAL
WATAIRE, A NEVADA CORPORATION (THE "COMPANY")
AND
DUTCHESS
PRIVATE EQUITIES FUND, LTD. (THE "INVESTOR")
WHEREAS,
THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT DATED
AUGUST 24, 2007.
WHEREAS,
THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT TO REMOVE
LANGUAGE REGARDING THE COMPANY'S RIGHT TO WITHDRAW THAT PORTION OF THE PUT
THAT
IS BELOW THE MINIMUM ACCEPTABLE PRICE, AS DEFINED WITHIN THE INVESTMENT
AGREEMENT.
WHEREAS,
THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT TO REMOVE
LANGUAGE REGARDING THE INVESTOR’S RIGHT TO REQUIRE THAT THE COMPANY TAKE ALL
ACTIONS NECESSARY TO QUALIFY UNDER ALL APPLICABLE SECURITIES AND “BLUE SKY”
LAWS, AS DEFINED WITHIN THE INVESTMENT AGREEMENT.
WHEREAS,
THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT TO REMOVE
LANGUAGE REGARDING THE REQUIREMENT THAT THE COMPANY PAY TO THE INVESTOR ALL
CHARGES, AS REASONABLY DETERMINED BY THE INVESTOR, FOR ANY TIME OF ANY OFFICERS
OR EMPLOYEES OF THE INVESTOR DEVOTED TO APPEARING AND PREPARING TO APPEAR AS
WITNESSES IN ANY MATTER IN WHICH THE INVESTOR WAS A NAMED PARTY.
NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THIS AMENDMENT
TO THE INVESTMENT AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION
(THE
RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE COMPANY AND THE
INVESTOR AGREE AS FOLLOWS:
1) SECTION
2(C) COMPANY'S RIGHT OF
WITHDRAWAL SHALL BE REMOVED.
2) ALL
TERMS WITHIN SECTION 2 OF THE
INVESTMENT AGREEMENT SHALL BE ADJUSTED TO REFLECT THE APPROPRIATE REFERENCE
SECTION.
3) SECTION
5(B) BLUE SKY
SHALL BE REMOVED.
4) ALL
TERMS WITHIN SECTION
5 OF THE INVESTMENT AGREEMENT SHALL BE ADJUSTED TO REFLECT THE APPROPRIATE
REFERENCE SECTION.
5) SECTION
5(L) REIMBURSEMENT SHALL BE REMOVED.
6) ALL
TERMS
WITHIN SECTION 5 OF THE INVESTMENT AGREEMENT SHALL BE ADJUSTED TO REFLECT
THE
APPROPRIATE REFERENCE SECTION.
7) ALL
OTHER TERMS OF THE
INVESTMENT AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
GLOBAL
WATAIRE INC.
BY:
/S/XXXXXX
XXXXXXX
XXXXXX
XXXXXXX, C.E.O.
DUTCHESS
PRIVATE
EQUITIES
FUND, LTD.
BY:
/S/XXX XXXXX
TITLE:
DIRECTOR