AMENDMENT NO. 3 TO PLACEMENT AGENCY AGREEMENT
Exhibit 10.5
AMENDMENT
NO. 3 TO PLACEMENT AGENCY AGREEMENT
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 XXXXXXXX & XXXXXXXX LLC (“Xxxxxxxx”). Each of the Company and Xxxxxxxx
is a “Party” and sometimes they are referred to, collectively, as the
“Parties”.
RECITALS
WHEREAS,
the Parties entered into that certain Placement Agency Agreement dated August 4,
2009, an Amendment No. 1 to the Placement Agency Agreement dated
August 28, 2009 and an Amendment No. 2 to the Placement Agency
Agreement dated February 3, 2010 (the “Agreement”), and now desire to amend the
Agreement, as more fully set forth herein; and
WHEREAS,
capitalized terms not otherwise defined herein shall have the meanings given to
them in the Agreement.
NOW,
THEREFORE, for and in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1. Amendments to
Agreement. The Company and Xxxxxxxx hereby amend the Agreement
as follows:
|
|
(a)
|
Section
2 of the Agreement is hereby amended by the addition of the following
sentence:
|
The Company will also issue to
Xxxxxxxx, and Xxxxxxxx’x designees, One Million Five Hundred
Thousand (1,500,000) shares of restricted Common Stock, of the
Company, which shall be irrevocable by the Company for business consulting
advice provided by Xxxxxxxx, upon request by the Company, from time to
time.
2. No Other Amendments to
Agreement. Except as specifically set forth in this Amendment,
the Agreement shall remain in full force and effect, with out any amendment or
modification thereto.
3. Counterparts and Facsimile
Signatures. This Amendment may be executed in any number of
counterparts, and signature pages may be delivered by telecopy, with the
original executed signature pages to be furnished promptly
thereafter.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, and intending to be legally bound thereby, each of the Parties
has signed or caused to be signed its name, all as of the day and year first
above written.
|
HELIX
WIND CORP.
|
XXXXXXXX
& XXXXXXXX LLC
|
|
By: /s/ Xxxxx
Xxxxxxxxxx
|
By: /s/ Xxxxxxx X.
Xxxxxxx
|
|
Xxxxx
Xxxxxxxxxx
|
Xxxxxxx
X. Xxxxxxx
|
|
Chairman,
Chief Executive Officer
|
Managing
Director, Investment Banking
|
|
and President
|
2
