ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of January 26, 2010, by and among Worldwide Energy and Manufacturing USA, Inc. a Colorado corporation (the "Company"), the purchasers signatory hereto (each a "Purchaser" and...Escrow Agreement • January 28th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of January 26, 2010, between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the "Company"), and each purchaser identified on the...Securities Purchase Agreement • January 28th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 9, 2010, between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT WORLDWIDE ENERGY AND MANUFACTURING USA, INC.Security Agreement • February 10th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2010, between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 26, 2010, between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the "Company"), and each of...Registration Rights Agreement • January 28th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Securities Agreement • January 28th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
Exhibit 10.3 Lease for premises at 1142 Cherry Street, San Bruno, CA 94066 Lease Agreement By and Between Marin County Employees' Retirement Association As Landlord And Worldwide Manufacturing USA, Inc., a California corporation As Tenant Dated March...Lease Agreement • January 6th, 2004 • Worldwide Manufacturing Usa Inc • Blank checks
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July __, 2008, between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 24th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
Securities Purchase Agreement, dated as of June __, 2008 (the “Purchase Agreement”), between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2009 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • Colorado
This Employment Agreement is entered into as of the 25th day of May 25, 2008, between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation ("Worldwide"), and John Ballard.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • June 3rd, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
Consulting AgreementConsulting Agreement • February 24th, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
This consulting agreement (the “Agreement”), entered into on February 21, 2011 and effective immediately, Worldwide Energy and Manufacturing USA, Inc. a Colorado corporation (together with any successor thereto, the “Company”), and Michael Toups, an independent provider of services (the “Contractor”).
ESCROW AGREEMENTEscrow Agreement • February 10th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made as of February 9, 2010, by and among Worldwide Energy and Manufacturing USA, Inc. a Colorado corporation (the “Company”), the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”) and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
Worldwide Energy and Manufacturing (Nantong) Co., Ltd. Equity Transfer AgreementEquity Transfer Agreement • August 4th, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
Pursuant to the principles of equality and free will, and according to the laws, rules and regulations of the state, Party A and Party B agree to the following terms and conditions regarding the equity transfer between the parties:
Agreement for Sale and Purchase of Business AssetAgreement for Sale and Purchase of Business Asset • February 28th, 2005 • Worldwide Manufacturing Usa Inc • Miscellaneous manufacturing industries
THIS AGREEMENT made and entered into this 25th day of February 2005, is by and between Worldwide Manufacturing, USA, Inc., (“Worldwide”) hereinafter referred to as “Purchaser,” and Chengde Science & Technology Co., Ltd. hereinafter referred to as “Seller" or “Chengde.” Chengde is a factory that produces air condition units for automobiles primarily located in Asia.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 30th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
Securities Purchase Agreement, dated as of _____, 2008 (the “Purchase Agreement”), between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
Worldwide Energy and Manufacturing (Nantong) Co., Ltd. Supplemental Agreement re Equity TransferSupplemental Agreement Re Equity Transfer • August 4th, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
Pursuant to the principles of equality and free will, and according to the laws, rules and regulations of the state, Party A and Party B agree to the following terms and conditions regarding the equity transfer between the parties:
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of January 26, 2010, between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the "Company"), and each purchaser identified on the...Securities Purchase Agreement • January 29th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York
Exhibit 10.1 - Promissory Note dated December 31, 2002 by and between Jimmy Wang and Worldwide Manufacturing USA, Inc. in the amount of $150,000. PROMISSORY NOTE $150,000 Burlingame, California Date: December 31, 2002 FOR VALUE RECEIVED, the...Promissory Note • January 6th, 2004 • Worldwide Manufacturing Usa Inc • Blank checks
PROMISSORY NOTE $150,000 Burlingame, California Date: December 31, 2002 FOR VALUE RECEIVED, the undersigned Worldwide Manufacturing USA Inc. ("Maker") promises to pay to Jimmy Wang ("Holder"), the principal sum of One Hundred Fifty Thousand Dollars ($150,000) for deferred compensation for years 2000, 2001 and 2002. This Promissory Note ("Note") shall accrue interest at the rate of ten percent (10%) per year or Five Thousand Dollars ($5,000) for the first year, Ten Thousand Dollars ($10,000) the second year, Fifteen Thousand Dollars ($15,000) the third year, and Fifteen Thousand Dollars ($15,000) thereafter until the Note is paid in full. The principal shall be payable as provided herein at 398 Beach Road, 2nd Floor, Burlingame, CA 94010, or such other place as the Holder hereof may designate in writing. 1. The entire outstanding principal balance, if not sooner paid, shall be due and payable in full on December 31, 2005. 2. Maker may prepay this Note in whole or in part at any time or
Supplemental AgreementSupplemental Agreement • August 4th, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
Whereas the parties entered into an Equity Transfer Agreement regarding Worldwide Energy and Manufacturing (Nantong) Co., Ltd. on March 10, 2010 (hereinafter referred to as “Equity Transfer Agreement”) and such Equity Transfer Agreement has been approved by Rugao Bureau of Commerce and has become effective.
SINO-FOREIGN EQUITY JOINT VENTUREJoint Venture Contract • August 4th, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
In accordance with the Sino-foreign Equity Joint Venture Law of the People’s Republic of China (the “Equity Joint Venture Law”) and other relevant PRC laws and regulations, Rugao Brother Solar Energy and Technology, Ltd. and Worldwide Energy and Manufacturing USA, Inc., agree to change the nature of the cooperative joint venture established by the Parties in Rugao City, Jiangsu Province, Worldwide Energy and Manufacturing (Nantong) Co., Ltd., to an equity joint venture and therefore to enter into this Equity Joint Venture Contract (“Contract”) through friendly consultations based on the principles of equality and mutual benefit.
Agreement on Contractual Joint Venture English TranslationJoint Venture Agreement • October 17th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
According to the provisions of the Framework Agreement regarding the acquisition of Shanghai Detron Electric and Electronics Company Limited and Shanghai Dehong Electric and Electronics Company Limited, which was signed by both parties as well as Tao Jingheng on February 3, 2008, Shanghai Jingde Electric and Electronics Company Limited controlled by Party B will operate Shanghai Dehong Electric and Electronics Company Limited together with Party A (the renamed enterprise, the following the same) In the meantime, Shanghai Dehong Electric and Electronics Company Limited will hold the 100% shares under the control upon the Shanghai Detron Electric and Electronics Company Limited. In consideration of the relevant matters described hereinafter during the period of joint venture by the Shanghai Dehong Electric and Electronics Company Limited (hereinafter referred to as the joint venture) and Shanghai Detron Electric and Electronics Company Limited, NOW THEREFORE agree as follows:
Exhibit 10.2 - Promissory Note dated June 30, 2003 by and between Jimmy Wang and Worldwide Manufacturing USA, Inc. in the amount of $174,751. PROMISSORY NOTE $174,751 Burlingame, California Date: June 30, 2003 FOR VALUE RECEIVED, the undersigned...Promissory Note • January 6th, 2004 • Worldwide Manufacturing Usa Inc • Blank checks
This Note may not be assigned by Holder without the prior written consent of the Maker. WORLDWIDE MANUFACTURING USA, INC., Maker
Consulting AgreementConsulting Agreement • February 22nd, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • California
This consulting agreement (the “Agreement”), entered into on February 18, 2010 and effective immediately, Worldwide Energy and Manufacturing USA, Inc. a Colorado corporation (together with any successor thereto, the “Company”), and Gerald DeCiccio, an independent provider of services (the “Contractor”).
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of January 26, 2010, by and among Worldwide Energy and Manufacturing USA, Inc. a Colorado corporation (the "Company"), the purchasers signatory hereto (each a "Purchaser" and...Escrow Agreement • January 29th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • May 27th, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
Exhibit 10.4 Lease for Shanghai Intech Electro Mechanical Products LLC physical facility Contract for House Leasing and Pre-Leasing in Shanghai (Contract No__) UNDER LEASING: Parties of the Contract: Lessor (Party A): Lessee (Party B): Shanghai Intech...Lease Agreement • January 6th, 2004 • Worldwide Manufacturing Usa Inc • Blank checks
Exhibit 10.4 Lease for Shanghai Intech Electro Mechanical Products LLC physical facility Contract for House Leasing and Pre-Leasing in Shanghai (Contract No__) UNDER LEASING: Parties of the Contract: Lessor (Party A): Lessee (Party B): Shanghai Intech Electro-Mechanical Products Co., Ltd. UNDER PRE-LEASING Pre-Lessor (Party A): Pre-Lessee (Party B): In accordance with the provisions of the Law of Contract of the People's Republic of China and the Rules on House Leasing in Shanghai (hereinafter referred to as "the Regulations"), Party A and Party B reach agreement on the leasing/pre-leasing by Party B of the commodity house from Party A and sign the contract on the basis of equality, volunteering, fairness and honesty. 1. Situation of the House for Leasing or Pre-Leasing 1.1 The house to be leased by Party B from Party A is situated at Room 602 and 604, No. 12, Lane 1306, Jiangning road, Putuo district of Shanghai (hereinafter referred to as "the House"), with a actually measured buildi
Agreement for Sale and Purchase of Business AssetAgreement for Sale and Purchase of Business Asset • September 7th, 2004 • Worldwide Manufacturing Usa Inc • Miscellaneous manufacturing industries
THIS AGREEMENT made and entered into this 1st day of September 2004, is by and between Worldwide Manufacturing, USA, Inc., (“Worldwide”) hereinafter referred to as “Purchaser,” and Shanghai Chuan Lin Precision Die Casting Products Co., Ltd, (“Chuan Lin”) hereinafter referred to as “Seller.”
AGREEMENT OF JOINT FILINGJoint Filing Agreement • May 27th, 2011 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENTSecurities Purchase Agreement and Registration Rights Agreement • February 10th, 2010 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries
This Amendment (the “Amendment”), dated as of February 9, 2010, is made to the Securities Purchase Agreement, dated as of January 26, 2010 (the “Purchase Agreement”), between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”) and the purchasers identified on the signatures pages thereto (the “Holders”), and to the Registration Rights Agreement, dated as of January 26, 2010 (the “Registration Rights Agreement”), between the Company and the Holders. Terms used as defined terms herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement.
Exhibit 10.5 Revolving Credit Agreement with Citibank F.S.B. dated March 5, 2002Revolving Credit Agreement • January 6th, 2004 • Worldwide Manufacturing Usa Inc • Blank checks • California
