SUBSCRIPTION AGREEMENTSubscription Agreement • July 15th, 2009 • Helix Wind, Corp. • Engines & turbines • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of July __, 2009, by and between Helix Wind, Corp., a Nevada corporation (the “Company”), and ____________________ (“Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2009 • Clearview Acquisitions, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _________ ___, 20__, among Clearview Acquisitions, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each such investor, a “Subscriber” and collectively, the “Subscribers”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • April 6th, 2010 • Helix Wind, Corp. • Engines & turbines • Illinois
THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of March 30, 2010 (this “Agreement”), is entered into by and between Helix Wind, Corp., a Nevada corporation (the “Company”), with its principal executive office at 1848 Commercial Street, San Diego, CA 92113, and St. George Investments, LLC, an Illinois limited liability company, its successors or assigns (the “Buyer”), with its principal executive office at 303 East Wacker Drive, Suite 311, Chicago, Illinois 60601.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2010 • Helix Wind, Corp. • Engines & turbines • Illinois
This Registration Rights Agreement (this “Agreement”) dated as of March 30, 2010, is made by and between Helix Wind, Corp., a Nevada corporation located at 1848 Commercial Street, San Diego, CA 92113 (the “Company”), and St. George Investments, LLC, an Illinois limited liability company located at 303 East Wacker Drive, Suite 311, Chicago, Illinois 60601 (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • September 20th, 2011 • Helix Wind, Corp. • Engines & turbines • Utah
This Security Agreement (this “Security Agreement”), dated as of September 16, 2011, is executed by Helix Wind, Corp., a Nevada corporation (“Debtor”), in favor of Tonaquint, Inc., a Utah corporation (“Secured Party”).
ContractHelix Wind, Corp. • April 6th, 2010 • Engines & turbines • Illinois
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HELIX WIND, CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
EXCHANGE AGREEMENTExchange Agreement • May 18th, 2011 • Helix Wind, Corp. • Engines & turbines • California
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of May __, 2011, is entered into by and between Helix Wind Corp., a Nevada corporation (the “Company”), and Kevin K. Claudio (the “Holder”). As used herein, the term “Parties” shall be used to identify the Company and the Holder jointly.
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2010 • Helix Wind, Corp. • Engines & turbines • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 22nd day of April, 2010 (“Effective Date”), by and between HELIX WIND, CORP., a Nevada corporation (“Helix” or “Company”), and SCOTT WEINBRANDT (“Executive”), and is made with reference to the following considerations and terms:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 18th, 2011 • Helix Wind, Corp. • Engines & turbines • Illinois
THIS NOTE PURCHASE AGREEMENT, dated as of August 12, 2011 (this “Agreement”), is entered into by and between Helix Wind, Corp., a Nevada corporation (the “Company”), with its principal executive office at 13125 Danielson Street, San Diego, CA 92064, and St. George Investments, LLC, an Illinois limited liability company, its successors or assigns (the “Buyer”), with its principal executive office at 303 East Wacker Drive, Suite 1200, Chicago, Illinois 60601.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 6th, 2010 • Helix Wind, Corp. • Engines & turbines • Illinois
This STOCK PLEDGE AGREEMENT (“Agreement”) is entered into as of the 30th day of March, 2010 by and between St. George Investments, LLC, an Illinois limited liability company, its successors or assigns (the “Secured Party”), with its principal executive office at 303 East Wacker Drive, Suite 311, Chicago, Illinois 60601, and Kenneth O. Morgan, an individual residing at 209 South Stephanie Street, Suite B221, Henderson, Nevada 89012 (the “Pledgor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2009 • Clearview Acquisitions, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December ___, 2008, among Clearview Acquisitions, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each such investor, a “Subscriber” and collectively, the “Subscribers”).
SECURITY AGREEMENTSecurity Agreement • September 20th, 2011 • Helix Wind, Corp. • Engines & turbines • Utah
This Security Agreement (this “Security Agreement”), dated as of September 16, 2011, is executed by Helix Wind, Inc., a Nevada corporation (“Guarantor”), in favor of Tonaquint, Inc., a Utah corporation (“Secured Party”).
HELIX WIND, INC., BOARD OF DIRECTORS SERVICE AND INDEMNIFICATION AGREEMENTService and Indemnification Agreement • February 11th, 2009 • Clearview Acquisitions, Inc. • Services-prepackaged software • California
THIS HELIX WIND, INC., BOARD OF DIRECTORS SERVICE AND INDEMNIFICATION AGREEMENT (“Agreement”) is executed and entered into effective as of March 13, 2008, by and between Helix Wind, Inc., a Nevada corporation, (the “Company”) and Scott Weinbrandt, an individual (“Director”), with reference to the following facts:
TERRAPIN ENTERPRISES, INC. REGULATION D SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONTerrapin Enterprises Inc • June 1st, 2006 • Nevada
CLEARVIEW ACQUISITIONS, INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONBlack Sea Oil, Inc. • November 19th, 2008 • Services-prepackaged software • New York
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • March 23rd, 2011 • Helix Wind, Corp. • Engines & turbines • Utah
This PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is entered into March 21, 2011, by and between St. George Investments, LLC, an Illinois limited liability company (“SGI”), and Helix Wind, Corp., a Nevada corporation (the “Company”).
AMENDMENT NO. 3 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 11th, 2010 • Helix Wind, Corp. • Engines & turbines
THIS AMENDMENT NO. 3 TO PLACEMENT AGENCY AGREEMENT (this “Amendment”), is made and entered into as of March 8, 2010, by and among HELIX WIND CORP. (the “Company) and DOMINICK & DOMINICK LLC (“Dominick”). Each of the Company and Dominick is a “Party” and sometimes they are referred to, collectively, as the “Parties”.
STOCK PURCHASE AGREEMENT By and Among HELIX WIND, CORP., VENCO POWER GmbH and FIBER-TECH PRODUCTS GmbH, WESER ANLAGENTECHNIK BETEILIGUNGS GmbH AND CLANA POWER SYSTEMS GmbH, the Sellers, and DR. MATTHIAS PFALZ, ANDREAS GORKE AND REINHARD CALIEBE, the...Stock Purchase Agreement • September 3rd, 2009 • Helix Wind, Corp. • Engines & turbines
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 2, 2009, among Helix Wind, Corp., a Nevada corporation listed on the Over-the-Counter Bulletin Board (“Helix” or the “Purchaser”), Venco Power GmbH, a German company (the “Company”), and Fiber-Tech Products GmbH, Weser Anlagentechnik Beteiligungs GmbH and CLANA Power Systems GmbH (collectively, the “Sellers”) and Dr. Matthias Pfalz, Andreas Gorke and Reinhard Caliebe (collectively, the “Principals”).
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS FIRST MUNICIPAL DISTRICT COUNTY DEPARTMENT – LAW DIVISIONHelix Wind, Corp. • August 11th, 2010 • Engines & turbines
ST. GEORGE INVESTMENTS, LLC, an Illinois limited liability company, Plaintiff, vs. HELIX WIND, CORP., a Nevada corporation, Defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) JUDGMENT BY CONFESSION Case No. Judge
LOCK UP AGREEMENTLock Up Agreement • December 14th, 2009 • Helix Wind, Corp. • Engines & turbines • California
The undersigned, [Insert Name of Shareholder], agrees that he will not, directly or indirectly, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose (collectively, “Sale”) of any of the [Insert Number of Shares] shares of the common stock of the Helix Wind, Corp. (the “Company”), including without limitation, options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any beneficial interest therein, except as follows: [Insert Leak Out terms]
PLAN AND AGREEMENT OF MERGER OF TERRAPIN ENTERPRISES, INC. (a Nevada corporation) AND BLACK SEA OIL, INC. (a Nevada corporation)Plan and Agreement of Merger • July 26th, 2011 • Helix Wind, Corp. • Engines & turbines
PLAN AND AGREEMENT OF MERGER entered into on December 6, 2006 by Terrapin Enterprises, Inc., a Nevada corporation ("Terrapin"), and approved by resolution adopted by its Board of Directors on said date, and entered into on December 6, 2006, by Black Sea Oil, Inc., a Nevada corporation ("Black Sea Oil"), and approved by resolution adopted by its Board of Directors on said date,
LOCK UP AGREEMENTLock Up Agreement • September 3rd, 2009 • Helix Wind, Corp. • Engines & turbines
THIS LOCK UP AGREEMENT (this “Agreement”) is made and entered into by ______________ GmbH, a German corporation (the “Seller”) and the day and year last below written.
PERSONAL AND CONFIDENTIAL VIA E-MAILAgency Agreement • August 6th, 2009 • Helix Wind, Corp. • Engines & turbines • New York
This letter agreement (“Agreement”) is made effective August 4, 2009 (“Effective Date”) and sets forth the terms and conditions upon which Dominick & Dominick LLC (“Dominick”) will act as the exclusive financial advisor and placement agent, for the proposed offering (the “Offering”) of debt and/or equity securities of Helix Wind Corp. (the “Company”) in an aggregate amount of up to Thirty Million Dollars ($30,000,000) in gross proceeds. The terms of our engagement are set forth below.
IN THE THIRD JUDICIAL DISTRICT COURTHelix Wind, Corp. • September 20th, 2011 • Engines & turbines
Pursuant to Rule 58A(f) of the Utah Rules of Civil Procedure and the affidavit of counsel for Tonaquint, Inc., a Utah corporation, its successors or assigns (“Plaintiff”), the Court hereby enters judgment against Helix Wind, Inc., a Nevada corporation (“Defendant”), as follows:
FORBEARANCE AGREEMENTForbearance Agreement • March 23rd, 2011 • Helix Wind, Corp. • Engines & turbines • Utah
This Forbearance Agreement (this “Agreement”) is entered into as of March 21, 2011, by and between St. George Investments, LLC, an Illinois limited liability company (the “Company”), and Helix Wind, Corp., a Nevada corporation (“Borrower”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 5th, 2009 • Clearview Acquisitions, Inc. • Engines & turbines
This agreement may be executed in any number of counterparts, all of which taken together shall constitute the same instrument.
Agreement shall be brought only in the Supreme Court of the State of New York, New York County.Clearview Acquisitions, Inc. • December 22nd, 2008 • Services-prepackaged software
SETTLEMENT AGREEMENTSettlement Agreement • December 14th, 2009 • Helix Wind, Corp. • Engines & turbines • California
This Settlement Agreement and Mutual Release ("Agreement") is entered into by and between Kenneth O. Morgan (“Morgan”), Helix Wind, Inc., a Nevada corporation (“Helix Wind”), Ian Gardner (“Gardner”) and Scott Weinbrandt (“Weinbrandt”). As used herein, the term “the Parties” shall be used to refer to Morgan, Helix Wind, Gardner, and Weinbrandt jointly.
GUARANTYGuaranty • March 23rd, 2011 • Helix Wind, Corp. • Engines & turbines
THIS GUARANTY, made effective as of March 21, 2011, is given by Helix Wind, Inc., a Nevada corporation (“Guarantor”), for the benefit of St. George Investments, LLC, an Illinois limited liability company, and its successors, transferees, and assigns (collectively, the “Company”).
LOCK UP AGREEMENTLock Up Agreement • September 15th, 2009 • Helix Wind, Corp. • Engines & turbines • Nevada
THIS LOCK UP AGREEMENT (this “Agreement”) is made and entered into by Abundant Renewable Energy, LLC, an Oregon limited liability company (“ARE”).
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOISHelix Wind, Corp. • January 25th, 2011 • Engines & turbines
ST. GEORGE INVESTMENTS, LLC, an Illinois limited liability company, Plaintiff, vs. HELIX WIND, CORP., a Nevada corporation, Defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) JUDGMENT BY CONFESSION Case No. _____________________ Judge _____________________
GUARANTYHelix Wind, Corp. • August 18th, 2011 • Engines & turbines
THIS GUARANTY, made effective as of August 12, 2011, is given by Helix Wind, Inc., a Nevada corporation (“Guarantor”), for the benefit of St. George Investments, LLC, an Illinois limited liability company, and its successors, transferees, and assigns (collectively, the “Company”).
AMENDMENT NO. 4 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 5th, 2010 • Helix Wind, Corp. • Engines & turbines
THIS AMENDMENT NO. 4 TO PLACEMENT AGENCY AGREEMENT (this “Amendment”), is made and entered into as of August 2, 2010, by and among HELIX WIND CORP. (the “Company”) and DOMINICK & DOMINICK LLC (“Dominick”). Each of the Company and Dominick is a “Party” and sometimes they are referred to, collectively, as the “Parties”.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 6th, 2006 • Terrapin Enterprises Inc • Services-prepackaged software • Nevada
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of December 5, 2006, by and among Simona Hirsch and Dr. Jacob Hiller (Mrs. Hirsch and Dr. Jacob, together are referred herein as the “Sellers”) and Marcus Segal ( the “Buyer”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • April 6th, 2010 • Helix Wind, Corp. • Engines & turbines • California
This Settlement Agreement and Mutual Release ("Agreement") is entered into as of March 30, 2010 by and between Kenneth O. Morgan (“Morgan”), Helix Wind, Corp., a Nevada corporation (“Helix Wind”) and Scott Weinbrandt (“Weinbrandt”). As used herein, the term “the Parties” shall be used to refer to Morgan, Helix Wind and Weinbrandt jointly.
