ADDENDUM TO SHARE EXCHANGE AGREEMENT
Exhibit 10.2
ADDENDUM TO SHARE EXCHANGE AGREEMENT
THIS ADDENDUM to the SHARE EXCHANGE AGREEMENT
is entered into by and among
ZERO EMISSION PEOPLE, LLC., a Delaware corporation (hereafter “ZEP”)
and
WIND WORKS POWER CORP., a Nevada corporation (hereafter “WW”)
as of January 21, 2010, all parties referred to both individually and collectively as the “Party” or the “Parties”.
WHEREAS the Parties have entered a SHARE EXCHANGE AGREEMENT (hereafter “SHARE EXCHANGE AGREEMENT”) with each other dated 27th October 2009, in terms of which WW has agreed to issue a total amount of 31,000,000 shares to ZEP at dates specified therein as consideration for WW receiving equity stakes in the following projects:
Project Name
Equity Stake
1.
Grey Highlands
100%
2.
Snowy Ridge
100%
3.
Whispering Xxxxx
50%
4.
Clean Breeze
50%
5.
Zorra Festival
50%
6.
Settlers Landing
50%
7.
Pleasant Bay
50%
8.
Polar Bear
50%
9.
Grand Prairie
100%
10.
Xxxxx
90%
AND WHEREAS the Parties have entered a Joint Venture Agreement with each other dated 18th September 2009 in terms of which WW has agreed to issue a total amount of 1,500,000 shares to ZEP as consideration for WW receiving equity stakes in the following projects:
Project Name
Equity Stake
1.
Grey Highlands
50%
2.
Snowy Ridge
50%
AND WHEREAS the Parties have entered a Joint Venture Agreement with SUNBEAM, LLC, a Limited Liability company formed under the laws of the State of Delaware, (hereafter “SUN”), dated 20th September 2009 in terms of which the Parties have agreed to issue a total amount of 9,800,000 shares to SUN as consideration for the Parties receiving equity stakes in the following projects:
Project Name
Equity Stake
1.
Whispering Xxxxx
50%
2.
Clean Breeze
50%
3.
Zorra Festival
50%
4.
Settlers Landing
50%
5.
Pleasant Bay
50%
6.
Polar Bear
50%
AND WHEREAS the Parties have entered a Term Sheet Agreement with GLOBAL WINDS HARVEST, LLC, a Limited Liability company formed under the Laws of the State of Delaware, (hereafter “GWH”), dated 27th October 2009 in terms of which the Parties have agreed to issue a total amount of 18,700,000 shares to GWH as consideration for the Parties receiving equity stakes in the following projects:
Project Name
Equity Stake
1.
Grand Prairie
100%
2.
Xxxxx
90%
AND WHEREAS the Parties have issued a number of shares in furtherance of their obligations under the above mentioned agreements,
AND WHEREAS the Parties wish to add and acknowledge certain provisions to be included into the SHARE EXCHANGE AGREEMENT,
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:
I.
SHARE ISSUANCE AS PER SECTION 2.2. The Parties hereto agree to defer the issuance date of the shares due on 15th January 2010 as per Section 2.2. of the SHARE EXCHANGE AGREEMENT until the earlier of
1.
ZEP delivering its audited financial statements as per closing deliveries
or
2.
1st March 2010
I.
PREVIOUS AGREEMENTS.
a.
The Parties hereto agree that any provisions in regards to considerations in shares made in the agreements referred to above shall be herewith superseded by the SHARE EXCHANGE AGREEMENT in the terms and provisions made therein for consideration.
b.
The Parties hereto further acknowledge that any amount of shares issued by WW as consideration as per provisions contained in any of the previous agreements, attached hereto as shall be subtracted from the overall amount of shares due under the SHARE EXCHANGE AGREEMENT if such a previous issuance does concern a Project that is part of both the agreement under which the shares were issued previously and the SHARE EXCHANGE AGREEMENT.
[Signatures on following page]
IN WITNESS WHEREOF, this ADDENDUM to THE SHARE EXCHANGE AGREEMENT has been duly executed and delivered by the duly authorized representatives of the parties hereto as of the date first above written.
Wind Works Power Corporation
By:
Name:
Xxxx Xxxxxxxxx
Title: CEO
Zero Emission People, LLC
By:
Name:
Xxxx Xxxxxxxxx
Title: Managing Member