0001062993-09-000766 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
Assignment and Assumption Agreement • March 11th, 2009 • Americas Wind Energy Corp • Engines & turbines

This Assignment and Assumption Agreement and Consent (this “Assignment”) is made as of this 5th day of March 2009 by and among Americas Wind Energy, Inc., an Ontario registered company (“AWE”), EWT-Americas Inc., a Delaware corporation (“EWT”), and Rural Electric Convenience Cooperative Co., an Illinois non-profit corporation (“Customer”).

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ASSIGNMENT AGREEMENT
Assignment Agreement • March 11th, 2009 • Americas Wind Energy Corp • Engines & turbines

This Assignment Agreement (this “Assignment”) is made as of the 5th day of March, 2009 (the “Effective Date”) by and between Americas Wind Energy, Inc., an Ontario registered company (“AWE”), and EWT-Americas Inc., a Delaware corporation (“EWT”).

SUBLICENSE AGREEMENT
Sublicense Agreement • March 11th, 2009 • Americas Wind Energy Corp • Engines & turbines • Delaware

This Sublicense Agreement (the “Agreement”) is made as of this 5th day of March 2009 by and among Americas Wind Energy Inc., an Ontario registered company with offices at 24 Palace Arch Drive, Toronto, Ontario, Canada (“AWE”), Americas Wind Energy Corporation, a Nevada corporation and the parent of AWE (“Parent”), Emergya Wind Technologies B.V., a private company with limited liability organized under the laws of the Netherlands (“Emergya”) solely for purposes of provisions specifically applicable to Emergya and under no circumstances as a guarantor, and EWT-Americas Inc., a Delaware corporation with a mailing address c/o Duffy Sweeney & Scott, LTD., 1800 Financial Plaza, Providence, Rhode Island 02903 (“EWT”).

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