0001284606-08-000016 Sample Contracts

SERIES A COMMON STOCK PURCHASE WARRANT
Worldwide Energy & Manufacturing Usa Inc • June 24th, 2008 • Miscellaneous manufacturing industries

THIS SERIES A 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 24th 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 24th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June __, 2008, 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”).

FORM OF LOCK-UP AGREEMENT
Up Agreement • June 24th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York

Securities Purchase Agreement, dated as of June __, 2008 (the “Purchase Agreement”), between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

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