EXHIBIT
10.4
PUT RIGHT
AGREEMENT
PUT RIGHT AGREEMENT
(this “ Agreement
”) dated as of ____ __, 2009, between Helix Wind, Corp., a
Nevada corporation (the “ Company ”), and
_________________GmbH, a German corporation (“ Holder
”).
WHEREAS , pursuant to the terms and provisions of that
certain Stock Purchase Agreement dated of even date herewith, by
and among the Company, Holder, the other Sellers and Venco Power
GmbH (the “ Purchase Agreement ”; capitalized
terms used but not defined herein shall have the meanings ascribed
to them in the Purchase Agreement), the Holder has acquired _______
shares of the Company’s common stock, par value $0.0001 per
share (the “ Shares ”); and
WHEREAS , the Company has agreed in the Purchase
Agreement to provide the Holder with certain put rights with
respect to the Shares, as further described and provided for in
this Agreement.
NOW, THEREFORE , for and in consideration of the premises and
covenants contained herein and other good and valuable
consideration in hand received by each party from the other,
the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties hereto hereby covenant and agree as
follows:
1. Put
Rights. Subject to
the terms and conditions herein, at any time during
the Put Period (as defined below) the Company irrevocably and
unconditionally grants to the Holder the right, privilege, and
option to sell to the Company (the “ Put Option
”), and the Company irrevocably and unconditionally agrees to
buy, all or any portion of the Shares (“ Put Shares
”) upon the exercise by the Holder of its rights hereunder at
$2.00 per Share (the “ Put Price ”).
Notwithstanding the foregoing, if at
any time commencing after the first anniversary of the Closing
Date, (i) the volume weighted average for 90 days of the
Company’s common stock on the stock exchange or national
quotation system where the Common Stock is then traded or quoted is
at least $3.00 per share and (ii) the trading volume averages at
least 50,000 shares per day during such same 90-day period
(together, the “ Automatic Termination Event ”),
this Put Option shall thereupon expire and without any further
action by any of the parties shall automatically become null and
void.
2.
Term. The “Put Period” shall commence on
the Closing Date and shall end on the earlier of the Automatic
Termination Event or at 11:59 p.m., San Diego, California time, on
the date which is the second anniversary of the Closing Date, which
date is hereby stipulated and agreed by the parties hereto to be
_____, 20__.
3. Exercise of Put
Rights. The
Put Option shall be exercisable by notice in writing sent by the
Holder (a “ Put Notice ”) to the Company
advising of the Holder’s election to exercise the Put
Option. Each Put Notice shall set forth the number of
Put Shares to be sold to the Company. The closing of the
purchase and sale of the Put Shares shall take place within thirty
(30) days after the Company’s receipt of the Put Notice
(“ Put Closing ”). The exercise of
the Put Option shall constitute an unconditional and irrevocable
commitment by the Holder to sell, on the one hand, and the Company
to purchase, on the other hand, all Put Shares being put to the
Company by the Holder in accordance with the provisions of this
Agreement. On the date of the Put Closing, the Holder
shall deliver to the Company at the Company’s offices set
forth in Section 5 below stock certificate(s) representing
such Put Shares. To the extent that the Holder is not exercising
the Put Option in full with respect to the Put Shares held by the
Holder, the Company shall deliver at the Put Closing a stock
certificate representing the number of shares of Common Stock not
being sold by the Holder to the Company.
Alternatively, the Put Notice can provide that
the Holder desires to purchase additional shares of common stock of
the Company at the Put Price by a cashless exercise of the Put
Option. If the Holder elects to receive additional shares of common
stock of the Company, the Company shall issue the Holder a number
of shares of common stock computed using the following
formula:
X= Y
(A-B)
A
|
|
Where X=
|
the number of
shares of Common Stock to be issued to the Holder
|
