Americas Wind Energy Corp Sample Contracts

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ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
Assignment and Assumption Agreement and Consent • March 11th, 2009 • Americas Wind Energy Corp • Engines & turbines

This Assignment and Assumption Agreement and Consent (this “Assignment”) is made as of this 5th day of March 2009 by and among Americas Wind Energy, Inc., an Ontario registered company (“AWE”), EWT-Americas Inc., a Delaware corporation (“EWT”), and Rural Electric Convenience Cooperative Co., an Illinois non-profit corporation (“Customer”).

STOCK OPTION AGREEMENT AMERICAS WIND ENERGY CORPORATION
Stock Option Agreement • June 27th, 2011 • Americas Wind Energy Corp • Engines & turbines

AMERICAS WIND ENERGY CORPORATION, a company incorporated pursuant to the laws of the State of Nevada, of 24 Palace Arch Drive, Toronto, Ontario M9A 2S1

ASSIGNMENT AGREEMENT
Assignment Agreement • March 11th, 2009 • Americas Wind Energy Corp • Engines & turbines

This Assignment Agreement (this “Assignment”) is made as of the 5th day of March, 2009 (the “Effective Date”) by and between Americas Wind Energy, Inc., an Ontario registered company (“AWE”), and EWT-Americas Inc., a Delaware corporation (“EWT”).

SHARE EXCHANGE AGREEMENT
Call Option Agreement • September 11th, 2006 • Northwest Passage Ventures LTD • Water transportation • British Columbia

common shares in the capital of Northwest, which Preferred Shares have the rights and restrictions as set out in Schedule “B” attached hereto; and

PARTICIPATION AND SHAREHOLDERS AGREEMENT Parties: Wind en Water Technologie B.V. Americas Wind Energy, Inc. DOEN Participaties B.V. Meltech Holding B.V. and Emergya Wind Technologies B.V.
Shareholders Agreement • September 11th, 2006 • Northwest Passage Ventures LTD • Water transportation

Parties sub I, II, and III jointly referred to as “Shareholders” and individually each a “Shareholder”. The Shareholders, Meltech and the Company jointly referred to as “Parties” and individually each a “Party”. This Agreement fully replaces the previous shareholder agreement between WWT and AWE. However, Parties maintain the principles of that agreement by issuing this new version at the occasion of the entry of DOEN as a Shareholder.

SUBLICENSE AGREEMENT
Sublicense Agreement • March 11th, 2009 • Americas Wind Energy Corp • Engines & turbines • Delaware

This Sublicense Agreement (the “Agreement”) is made as of this 5th day of March 2009 by and among Americas Wind Energy Inc., an Ontario registered company with offices at 24 Palace Arch Drive, Toronto, Ontario, Canada (“AWE”), Americas Wind Energy Corporation, a Nevada corporation and the parent of AWE (“Parent”), Emergya Wind Technologies B.V., a private company with limited liability organized under the laws of the Netherlands (“Emergya”) solely for purposes of provisions specifically applicable to Emergya and under no circumstances as a guarantor, and EWT-Americas Inc., a Delaware corporation with a mailing address c/o Duffy Sweeney & Scott, LTD., 1800 Financial Plaza, Providence, Rhode Island 02903 (“EWT”).

CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • April 11th, 2008 • Americas Wind Energy Corp • Engines & turbines • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained, the receipt of which is hereby acknowledged by each of the parties hereto, the parties hereto covenant and agree each with the other (the “Agreement”) as follows:

SETTLEMENT AGREEMENT AND MUTUAL LIMITED RELEASES
Settlement Agreement and Mutual Limited Releases • May 12th, 2010 • Americas Wind Energy Corp • Engines & turbines • Delaware

This Settlement Agreement and Mutual Limited Releases (the “Agreement”) is made and entered into as of this 28th day of April, 2010, by and among Americas Wind Energy Inc., an Ontario registered company (“AWE”), Americas Wind Energy Corporation, a Nevada corporation and the parent of AWE (“Parent,” together with AWE, the “AWE Parties”), Emergya Wind Technologies B.V., a private company with limited liability organized under the laws of the Netherlands (“Emergya”), and EWT–Americas Inc., a Delaware corporation (“EWT,” together with Emergya, the “EWT Parties”). The EWT Parties and the AWE Parties are sometimes collectively referred to herein as the “Parties.”

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