Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - Wind Works Power Corp. | wwpc_s1.htm |
| EX-21 - EXHIBIT 21 - Wind Works Power Corp. | ex21.htm |
| EX-14 - EXHIBIT 14 - Wind Works Power Corp. | ex14.htm |
| EX-3.5 - EXHIBIT 3.5 - Wind Works Power Corp. | ex3x5.htm |
| EX-3.6 - EXHIBIT 3.6 - Wind Works Power Corp. | ex3x6.htm |
| EX-10.5 - EXHIBIT 10.5 - Wind Works Power Corp. | ex10x5.htm |
| EX-10.1 - EXHIBIT 10.1 - Wind Works Power Corp. | ex10x1.htm |
| EX-23.2 - EXHIBIT 23.2 - Wind Works Power Corp. | ex23x2.htm |
| EX-10.2 - EXHIBIT 10.2 - Wind Works Power Corp. | ex10x2.htm |
| EX-10.6 - EXHIBIT 10.6 - Wind Works Power Corp. | ex10x6.htm |
Exhibit
3.4
Form
of Convertible Debenture
CONVERTIBLE
DEBENTURE
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN
JURISDICTION, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
SUCH OTHER LAWS.
CONVERTIBLE
DEBENTURE
| Company: |
Wind Works Power
Corp.
|
|
| Company Address: | 346 Waverley Street, Ottawa, Ontario K2POW5 | |
| Closing Date: | + | |
| Maturity Date: | ||
| Principal Amount: | ||
| Interest Rate: | ||
| Conversion Rate: | ||
| Security Interest: | ||
| Holder: |
Wind
Works Power Corp, a Nevada corporation, and any successor or resulting
corporation by way of merger, consolidation, sale or exchange of all or
substantially all of the assets or otherwise (the “Company”), for value
received, hereby promises to pay to the Holder (as such term is hereinafter
defined), or such other Person (as such term is hereinafter defined) upon order
of the Holder, on the Maturity Date, the Principal Amount and to pay interest
thereon from the Closing Date, at the rate of __________ per annum
(the “Debenture Interest
Rate”), until the Principal Amount of this Debenture has been paid in
full. All interest payable on the Principal Amount of this Debenture
shall be calculated on the basis of a 360-day year for the actual number of days
elapsed. Payment of principal or interest
of this Debenture shall be in cash or, at the option of the Holder,
in shares of Common Stock of the Company valued at the then applicable
Conversion Rate. (as defined herein).
ARTICLE I.
DEFINITIONS
The terms defined in this Article
whenever used in this Debenture have the following respective
meanings:
“Affiliate” has the meaning
ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended.
“Bankruptcy Code” means the
United States Bankruptcy Code of 1986, as amended (11 U.S.C. §§ 101 et. seq.).
“Business Day” means a day
other than Saturday, Sunday or any day on which banks located in the State of
California are authorized or obligated to close.
“Capital Shares” means the
Common Stock and any other shares of any other class or series of capital stock,
whether now or hereafter authorized and however designated, which have the right
to participate in the distribution of earnings and assets (upon dissolution,
liquidation or winding-up) of the Company.
“Common Shares” or “Common Stock” means shares of
the Company’s Common Stock.
“Common Stock Issued at
Conversion”, when used with reference to the securities deliverable upon
conversion of this Debenture, means all Common Shares now or hereafter
Outstanding and securities of any other class or series into which this
Debenture hereafter shall have been changed or substituted, whether now or
hereafter created and however designated.
“Conversion” or “conversion” means the
repayment by the Company of the Principal Amount of this Debenture by the
delivery of Common Stock on the terms provided in Section 3.2, and “convert,” “converted,” “convertible” and like words
shall have a corresponding meaning.
“Conversion Date” means any
day on which all or any portion of the Principal Amount of this Debenture is
converted in accordance with the provisions hereof.
“Conversion Notice” means a
written notice of conversion substantially in the form annexed hereto as Exhibit
B.
“Conversion Ratio” on any date
of determination means the applicable ratio for the conversion of
this Debenture into Common Shares on such day as set forth in Section 3.1(a),
and “Conversion Rate”
shall have a similar meaning.
“Debenture” or “Debentures” means this
Convertible Debenture of the Company or such other convertible debenture(s)
exchanged therefor as provided in Section 2.1.
“Event of Default” has the
meaning set forth in Section 6.1.
“Holder” means the person or
entity to which this Debenture is issued, any successor thereto, or any Person
to whom this Debenture is subsequently transferred in accordance with the
provisions hereof.
“ Maximum Rate” has the
meaning set forth in Section 6.3.
“Outstanding” when used with
reference to Common Shares or Capital Shares (collectively, “Shares”) means, on any date
of determination, all issued and outstanding Shares, and includes all such
Shares issuable in respect of outstanding scrip or any certificates representing
fractional interests in such Shares.
“Person” means an individual,
a corporation, a partnership, an association, a limited liability company, an
unincorporated business organization, a trust or other entity or organization,
and any government or political subdivision or any agency or instrumentality
thereof.
“Principal Amount” means, for
any date of calculation, the principal sum set forth in the first paragraph of
this Debenture or such lesser amount if the Holder has not funded the full
balance of this bond.
“SEC” means the United States
Securities and Exchange Commission.
“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the SEC
thereunder, all as in effect at the time. All references to “cash” or
“$” herein means currency of the United States of America.
ARTICLE II.
EXCHANGES,
TRANSFER AND REPAYMENT
SECTION
2.1 Registration of Transfer of
Debentures. This Debenture, when presented for registration of transfer,
shall (if so required by the Company) be duly endorsed, or be accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company
duly executed, by the Holder duly authorized in writing.
SECTION
2.2 Loss, Theft, Destruction of
Debenture. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Debenture and, in
the case of any such loss, theft or destruction, upon receipt of indemnity or
security reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of this Debenture, the Company shall
make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
Debenture, a new Debenture of like tenor and unpaid Principal Amount dated as of
the date hereof. This Debenture shall be held and owned upon the
express condition that the provisions of this Section 2.2 are exclusive with
respect to the replacement of a mutilated, destroyed, lost or stolen Debenture
and shall preclude any and all other rights and remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement of negotiable instruments or other securities without the surrender
thereof.
SECTION
2.3 Who Deemed Absolute
Owner. The Company may deem the Person in whose name this
Debenture shall be registered upon the registry books of the Company to be, and
may treat it as, the absolute owner of this Debenture (whether or not this
Debenture shall be overdue) for the purpose of receiving payment of or on
account of the Principal Amount of this Debenture, for the conversion of this
Debenture and for all other purposes, and the Company shall not be affected by
any notice to the contrary. All such payments and such conversions
shall be valid and effectual to satisfy and discharge the liability upon this
Debenture to the extent of the sum or sums so paid or the conversion or
conversions so made.
SECTION
2.4 Repayment at
Maturity. On or before the Maturity Date, but in no
case prior to April 1, 2010 the Company shall repay the outstanding
Principal Amount of this Debenture together with all accrued and
unpaid interest thereon, in cash, to the Maturity Date. The
Company may at any time following April 1, 2010 repay a portion of
the outstanding Principal Balance together with all outstanding accrued interest
calculated as of the repayment date.
Notwithstanding
the foregoing, at the option of the Holder, the
Holder shall first have the option to convert all or any
portion thereof of the Principal Amount together with accrued interest shares of
the Company’s Common Stock at the Conversion Rate as provided
herein.
SECTION
2.5 Changes to Maturity Date. The
Maturity Date of this obligation is subject to change if any of the following
events should occur:
|
a.
|
The
Company completes an equity financing at least
$10 million; or
|
|
b.
|
The
Collateral is sold in whole or in part and the net proceeds from the sale
of the Collateral is in excess of $5
million.
|
ARTICLE
III.
CONVERSION
OF DEBENTURE
SECTION
3.1 Conversion; Conversion
Ratio; Valuation Event. At the option of the Holder, this
Debenture may be converted, either in whole or in part, up to the full Principal
Amount plus accrued interest hereof into Common Shares (rounded up to the next
whole number), at any time and from time to time on any Business Day, subject to
compliance with Section 3.2. The number of Common Shares into which this
Debenture may be converted is equal to the dollar amount of the Debenture being
converted divided by $0.70 per share.
SECTION
3.2 Exercise of Conversion
Privilege. (a) Conversion of this Debenture may be exercised
on any Business Day by the Holder by telecopying an executed and completed
Conversion Notice to the Company (the “Conversion
Date”). The Company shall convert this Debenture and issue the Common
Stock Issued at the Conversion Ratio in the manner provided below in this
Section 3.2, and all voting and other rights associated with the beneficial
ownership of the Common Stock Issued at Conversion shall vest with the Holder,
effective as of the Conversion Date at the time specified in the Conversion
Notice. The Conversion Notice also shall state the name or names
(with addresses) of the persons who are to become the holders of the Common
Stock Issued at Conversion in connection with such conversion. As promptly as
practicable after the receipt of the Conversion Notice as aforesaid, but in any
event not more than five(5) Business Days after either
party’s delivery of such Conversion Notice, the Company shall (i)
issue the Common Stock Issued at Conversion in accordance with the provisions of
this Article 3 and (ii) cause to be mailed for delivery by overnight courier a
certificate or certificate(s) representing the number of Common Shares to which
the Holder is entitled by virtue of such conversion, and cash, if applicable, as
provided in Section 3.3, as applicable, representing the amount of accrued and
unpaid interest on this Debenture as of the Conversion Date. Such
conversion shall be deemed to have been effected at the time at which the
Conversion Notice indicates, and at such time the rights of the Holder of this
Debenture, as such (except if and to the extent that any Principal Amount
thereof remains unconverted), shall cease and the Person and Persons in whose
name or names the Common Stock Issued at Conversion shall be issuable shall be
deemed to have become the holder or holders of record of the Common Shares
represented thereby, and all voting and other rights associated with the
beneficial ownership of such Common Shares shall at such time vest with such
Person or Persons. The Conversion Notice shall constitute a contract
between the Holder and the Company, whereby the Holder shall be deemed to
subscribe for the number of Common Shares which it will be entitled to receive
upon such conversion and, in payment and satisfaction of such subscription to
surrender this Debenture and to release the Company from all liability thereon
(except if and to the extent that any Principal Amount thereof remains
unconverted). No cash payment aggregating less than $1.00 shall be
required to be given unless specifically requested by the Holder.
SECTION
3.3 Fractional
Shares. No fractional Common Shares or scrip representing
fractional Common Shares shall be delivered upon conversion of this
Debenture. Instead of any fractional Common Shares which otherwise
would be delivered upon conversion of this Debenture, the Company shall round up
to the next whole share. No cash payment of less than $1.00 shall be
required to be given unless specifically requested by the Holder.
SECTION
3.4 Adjustments. The
Conversion Ratio and the number of shares deliverable upon conversion of this
Debenture are subject to adjustment from time to time as follows:
Reclassification,
Etc. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another Person
(where the Company is not the survivor or where there is a change in or
distribution with respect to the Common Stock of the Company), sell, convey,
transfer or otherwise dispose of all or substantially all its property, assets
or business to another Person, or effectuate a transaction or series of related
transactions in which more than fifty percent (50%) of the voting power of the
Company is disposed of (each, a “Fundamental Corporate
Change”) and, pursuant to the terms of such Fundamental Corporate Change,
shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other Property”) are to be
received by or distributed to the holders of Common Stock of the Company, then
the Holder of this Debenture shall have the right thereafter, at its sole
option, to (a) receive the number of shares of common stock of the
successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property as is receivable upon or as a result of such Fundamental
Corporate Change by a holder of the number of shares of Common Stock into which
the outstanding portion of this Debenture may be converted at the Conversion
Ratio applicable immediately prior to such Fundamental Corporate Change or
(c) require the Company, or such successor, resulting or purchasing
corporation, as the case may be, to, without benefit of any additional
consideration therefor, execute and deliver to the Holder a debenture with
substantial identical rights, privileges, powers, restrictions and other terms
as this Debenture in an amount equal to the amount outstanding under this
Debenture immediately prior to such Fundamental Corporate Change. For
purposes hereof, “common stock
of the successor or acquiring corporation” shall include stock of such
corporation of any class which is not preferred as to dividends or assets over
any other class of stock of such corporation and which is not subject to
prepayment and shall also include any evidences of indebtedness, shares of stock
or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions shall similarly
apply to successive Fundamental Corporate Changes.
SECTION
3.5 Surrender of
Debentures. Upon any redemption of this Debenture or upon
maturity, the Holder shall either deliver this Debenture by hand to the Company
at its principal executive offices or surrender the same to the Company at such
address by nationally recognized overnight courier. Payment of the
redemption price or the amount due on maturity shall be made by the Company to
the Holder against receipt of this Debenture (unless converted and paid in
common stock) by wire transfer of immediately available funds to such account(s)
as the Holder shall specify by written notice to the Company (if the Company has
not elected to pay this debenture with shares of its Common Stock.
ARTICLE
IV
SECUIRTY
Section
4.1 Security
Interest. This Convertible Debenture is secured by a
security interest in the collateral set forth on Exhibit A (the
“Collateral”).
Section 4.2
Security
Agreement. The Company
will execute and deliver to Holder, such instruments or agreements as
Holder may require, evidencing all or any part of the indebtedness and such
certificates of title, financing and continuation statements and other
instruments as the Holder may deem necessary or desirable to protect, perfect
and preserve the security interest created herein.
Section
4.3. Inspection of
Property. The Company will permit the Holder or its agent to
inspect the Collateral, during normal business hours (or at other times, if
Holder shall have notified the Company in
advance.
Section 4.4 Disposition of the
Collateral by the Company. Company may sell or otherwise
dispose of the Collateral without the consent of the Holder provided however
that the Holder will have an ongoing security interest in the proceeds from the
sale of the Collateral. Any security interest in the proceeds from
the sale of the collateral or any portion thereof shall be limited to the amount
of the outstanding debt obligation then owing the Holder.
Section
4.5 Disposition of the Collateral
by the Holder. In the event of a breach of this Agreement by
the Company and, Holder is required to sell any of the
Collateral, the Holder undertakes to sell the Collateral in a
commercially reasonable manner. Holder will be entitled to retain the
proceeds received from the sale of the Collateral up to the amount of
any outstanding principal balance plus accrued interest.
ARTICLE
V.
STATUS; RESTRICTIONS
ON TRANSFER
SECTION
5.1 Status of
Debenture. This Debenture constitutes a legal, valid and
binding obligation of the Company, enforceable in accordance with its terms
subject, as to enforceability, to general principles of equity and to principles
of bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors’ rights and remedies
generally.
SECTION
5.2 Restrictions on
Transfer. This Debenture, and any Common Shares deliverable
upon the conversion hereof, have not been registered under the Securities
Act. The Holder by accepting this Debenture agrees that this
Debenture and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and until (i) the Company has received the opinion of counsel for the Holder
that this Debenture or such shares may be sold pursuant to an exemption from
registration under the Securities Act or (ii) a registration statement relating
to this Debenture or such shares has been filed by the Company and declared
effective by the SEC.
Each
certificate for shares of Common Stock deliverable hereunder shall bear a legend
as follows unless and until such securities have been sold pursuant to an
effective registration statement under the Securities Act:
“The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered for sale, sold or otherwise transferred except (i)
pursuant to an effective registration statement under the Securities Act or (ii)
pursuant to an exemption from registration under the Securities Act in respect
of which the issuer of this certificate has received an opinion of counsel
satisfactory to the issuer of this certificate to such effect. Copies
of the agreement covering both the purchase of the securities and restrictions
on their transfer may be obtained at no cost by written request made by the
holder of record of this certificate to the Secretary of the issuer of this
certificate at the principal executive offices of the issuer of this
certificate.”
ARTICLE
VI.
COVENANTS
SECTION
6.1 Compliance with
Laws. So long as this Debenture shall be outstanding, the
Company shall comply with all applicable laws, ordinances, rules, regulations
and requirements of governmental authorities, except for such noncompliance
which would not have a material adverse effect on the business, properties,
prospects, condition (financial or otherwise) or results of operations of the
Company and the Subsidiaries.
SECTION
6.2 Reservation of
Shares. So long as this Debenture shall be outstanding, the Company shall
reserve a sufficient number of shares of its Common Stock to issue to the Holder
upon conversion of the Debenture.
ATICLE
VII.
EVENTS
OF DEFAULT; REMEDIES
SECTION
7.1 Events of
Default. “Event of Default” wherever
used herein means any one of the following events:
A. The
Company shall default in the payment of principal of or interest on this
Debenture as and when the same shall be due and payable and, such default shall
continue for ten (10) Business Days after the date such payment was due, or the
Company shall fail to perform or observe any other covenant, agreement, term,
provision, undertaking or commitment under this Debenture, and such default
shall continue for a period of ten (10) Business Days after the delivery to the
Company of written notice that the Company is in default hereunder or
thereunder;
B. Any
of the representations or warranties made by the Company herein, shall be false
or misleading in a material respect on the Closing Date;
C (i).The
Company admits in writing its inability to pay its debts generally or makes a
general assignment for the benefit of creditors, (ii.) institutes or has
instituted against it any proceeding seeking to adjudicate it a
bankrupt or insolvent, (iii.) liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency, reorganization or relief of
debtors including any plan of compromise or arrangement or other corporate
proceeding involving or affecting its creditors or (iv) the entry of an order
for relief or the appointment of a receiver, trustee or other similar person for
it or for any substantial part of its properties and assets, and in the case of
any such official proceeding instituted against it (but not instituted by it),
either the proceeding remains undismissed or unstayed for a period of sixty (60)
calendar days, or any of the actions sought in such proceeding (including the
entry of an order for relief against it or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its properties and assets) occurs or (v) takes any corporate action to
authorize any of the above actions;
D. The
entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under the Bankruptcy Code or any
other applicable Federal or state law, or appointing a receiver, liquidator,
assignee, trustee or sequestrator (or other similar official) of the Company or
of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and any such decree or order continues and is
unstayed and in effect for a period of sixty (60) calendar days;
E. The
institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under the Bankruptcy Code or any
other applicable federal or state law, or the consent by it to the filing of any
such petition or to the appointment of a receiver, liquidator, assignee, trustee
or sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as and when they become due, or the taking of corporate action by the
Company in furtherance of any such action;
F. A
final judgment or final judgments for the payment of money in excess of $100,000
shall have been entered by any court or courts of competent jurisdiction against
the Company and remains undischarged for a period (during which execution shall
be effectively stayed) of thirty (30) days, provided that the
aggregate amount of all such judgments at any time outstanding (to the extent
not paid or to be paid, as evidenced by a written communication to that effect
from the applicable insurer, by insurance) exceeds Two Hundred
Thousand Dollars ($200,000);
G It becomes
unlawful for the Company to perform or comply with its obligations under this
Debenture in any respect;
SECTION
7.2 Acceleration of Maturity;
Rescission and Annulment. If an Event of Default occurs and is
continuing, then and in every such case the Holder may, by a notice in writing
to the Company, rescind any outstanding Conversion Notice and declare that all
amounts owing or otherwise outstanding under this Debenture are immediately due
and payable and upon any such declaration this Debenture shall become
immediately due and payable in cash together with all accrued and unpaid
interest thereon.
SECTION
7.3 Maximum Interest
Rate. Notwithstanding anything herein to the contrary,
if at any time the applicable interest rate as provided for herein shall exceed
the maximum lawful rate which may be contracted for, charged, taken or received
by the Holder in accordance with any applicable law (the “Maximum Rate”), the rate of
interest applicable to this Debenture shall be limited to the Maximum
Rate. To the greatest extent permitted under applicable law, the
Company hereby waives and agrees not to allege or claim that any provisions of
this Note could give rise to or result in any actual or potential violation of
any applicable usury laws.
SECTION
7.4 Remedies Not
Waived. No course of dealing between the Company and the
Holder or any delay in exercising any rights hereunder shall operate as a waiver
by the Holder.
SECTION
7.5 Remedies. The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Debenture will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Debenture, that the Holder shall be entitled
to all other available remedies at law or in equity, and in addition to the
penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Debenture and to enforce specifically
the terms and provisions thereof, without the necessity of showing economic loss
and without any bond or other security being required.
ARTICLE
VIII.
MISCELLANEOUS
SECTION
8.1 Notice of Certain
Events. In the case of the occurrence of any event described
in Section 3.4 of this Debenture, the Company shall cause to be mailed to the
Holder of this Debenture at its last address as it appears in the Company’s
security registry, at least twenty (20) days prior to the applicable record,
effective or expiration date hereinafter specified (or, if such twenty (20)
days’ notice is not possible, at the earliest possible date prior to any such
record, effective or expiration date), a notice thereof, including, if
applicable, a statement of (y) the date on which a record is to be taken for the
purpose of such dividend, distribution, issuance or granting of rights, options
or warrants, or if a record is not to be taken, the date as of which the holders
of record of Common Stock to be entitled to such dividend, distribution,
issuance or granting of rights, options or warrants are to be determined or (z)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of record of Common Stock will be
entitled to exchange their shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale transfer,
dissolution, liquidation or winding-up.
SECTION
8.2 Withholding. To
the extent required by applicable law, the Company may withhold amounts for or
on account of any taxes imposed or levied by or on behalf of any taxing
authority in the United States having jurisdiction over the Company from any
payments made pursuant to this Debenture.
SECTION
8.3 Transmittal of
Notices. Except as may be otherwise provided herein, any
notice or other communication or delivery required or permitted hereunder shall
be in writing and shall be delivered personally, or sent by telecopier machine
or by a nationally recognized overnight courier service, and shall be deemed
given when so delivered personally, or by telecopier machine or overnight
courier to the Company at its principal place of business or to the Holder as
indicated on the Subscription Agreement.
SECTION
8.4 Governing
Law. This Debenture shall be governed by, and construed in
accordance with, the laws of the state of Nevada (without giving effect to
conflicts of laws principles). With respect to any suit, action or
proceedings relating to this Debenture, the Company and the Holder irrevocably
submits to the exclusive jurisdiction of the courts of the province of Ontario,
Canada and hereby waives, to the fullest extent permitted by applicable law, any
claim that any such suit, action or proceeding has been brought in an
inconvenient forum. Subject to applicable law, the Company agrees
that final judgment against it in any legal action or proceeding arising out of
or relating to this Debenture shall be conclusive and may be enforced in any
other jurisdiction within or outside the United States by suit on the judgment,
a certified copy of which judgment shall be conclusive evidence thereof and the
amount of its indebtedness, or by such other means provided by law.
SECTION
8.5 Headings. The
headings of the Articles and Sections of this Debenture are inserted for
convenience only and do not constitute a part of this Debenture.
SECTION
8.6 Payment
Dates. Whenever any payment hereunder shall be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day.
SECTION
8.7 Binding
Effect. The Holder by accepting this Debenture agrees to be
bound by and comply with the terms and provisions of this
Debenture.
SECTION
8.8 No Stockholder
Rights. Except as otherwise provided herein, this Debenture
shall not entitle the Holder to any of the rights of a stockholder of the
Company, including, without limitation, the right to vote, to receive dividends
and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent
converted into shares of Common Stock in accordance with the terms
hereof.
SECTION
8.9 Facsimile
Execution. Facsimile execution shall be deemed
originals.
IN WITNESS WHEREOF, the
Company has caused this Debenture to be signed by its duly authorized officer on
the date of this Debenture.
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Wind
Works Power Corp.
By: _________________
Title:
_________________________________ |