0001284606-08-000021 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 30th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York

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

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FORM OF LOCK-UP AGREEMENT
Securities Purchase Agreement • July 30th, 2008 • Worldwide Energy & Manufacturing Usa Inc • Miscellaneous manufacturing industries • New York

Securities Purchase Agreement, dated as of _____, 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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