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”).
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.Worldwide Energy & Manufacturing Usa Inc • February 10th, 2010 • 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).
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.
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENTSecurities Purchase 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.
