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| WAIVER OF
CLOSING ITEMS AGREEMENT |
|
| THIS AGREEMENT is made
effective as of the 13 th day of February,
2008 |
|
| |
| BETWEEN |
|
|
PURIO INC.
|
(“Pubco”) |
|
2470 St. Rose
Parkway, Suite 304 |
|
|
Henderson, Nevada,
USA 89074 |
|
| AND |
|
|
PURIO
ENVIRONMENTAL WATER SOURCE, INC. |
(“Priveco”) |
|
1048 1685 H
Street |
|
|
Blaine, Washington,
USA 98320 |
|
| WHEREAS |
|
| A. |
Priveco, Pubco and the Priveco Selling Shareholders
(as defined in the Amended Share Exchange Agreement dated February
11, 2008) entered into an Amended Share Exchange Agreement dated
February 11, 2008 (the “ Amended Share Exchange
Agreement ”);
|
| |
| B. |
Priveco wishes to waive the precedent condition to
closing in Section 5.2(g) and Section 5.2(j) of the Amended Share
Exchange Agreement;
|
| |
| C. |
Priveco wishes to waive the closing delivery
condition in Section 7.3(c) of the Amended Share Exchange
Agreement; and
|
| |
| D. |
Pubco wishes to grant Priveco and the Selling
Shareholders the right to rescind the Amended Share Exchange
Agreement if the transactions contemplated by Section 5.2(g),
Section 5.2(j) and Section 7.3(c) of the Amended Share Exchange
Agreement are not satisfied by Pubco before February 22, 2008.
|
| |
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 ac
|
