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”).
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.
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”).
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.
ESCROW AGREEMENTEscrow Agreement • April 6th, 2010 • Helix Wind, Corp. • Engines & turbines • California
ContractPurchase Agreement • April 6th, 2010 • Helix Wind, Corp. • 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.
