0001019687-10-000938 Sample Contracts

AMENDMENT NO. 3 TO PLACEMENT AGENCY AGREEMENT
Placement 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”.

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 11th, 2010 • Helix Wind, Corp. • Engines & turbines • Illinois

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of March 5, 2010, 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 “Investor”), with its principal executive office at 303 East Wacker Drive, Suite 311, Chicago, Illinois 60601. Each of the Company and the Investor are referred to herein individually as a “Party” and collectively as the “Parties.”

Final SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 11th, 2010 • Helix Wind, Corp. • Engines & turbines • California

This Separation Agreement and Release (the “Agreement”) is entered into as of March 8, 2010 by and between Ian Gardner (“Mr. Gardner”), and Helix Wind, Corp., a Nevada corporation (the “Company”). Mr. Gardner has resigned as Chief Executive Officer and a member of the Board of Directors of the Company effective March 8, 2010 (“Employment Termination Date”). This Agreement is entered into in consideration of the commitments made by each party to the other, all of which commitments are set forth in this Agreement.

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