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-3.4 - EXHIBIT 3.4 - Wind Works Power Corp. | ex3x4.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
3.6
___________________
,
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT AND THE RULES AND
REGULATIONS THEREUNDER.
COMMON
STOCK OPTION TO PURCHASE _____________ SHARES OF COMMON STOCK OF
WIND
WORKS POWER
CORP.
THIS CERTIFIES that, for value
received, _______________ (the “Holder”), is entitled to
purchase from Wind Works Power Corp., a Nevada corporation ,(the “Corporation”), ___________
million fully paid, non-assessable shares of the Corporation’s common stock (the
“Common Stock”) at an
exercise price of $0.85 per share (the “Exercise Price”), subject to
adjustment as set forth in Section 10 hereof, at any time until 5:00 P.M.,
Eastern time, on the 31st day
of December 2012 (the “Termination
Date”).
1. Title to
Option. Prior to the Termination Date and subject to
compliance with applicable laws and Section 6 (a), this Option and all rights
hereunder are transferable by the Holder to his spouse or any trust
in which the Holder serves as a trustee;.
2. Authorization of
Shares. The Corporation covenants that all shares of Common
Stock which may be issued upon the exercise of rights represented by this Option
(the “Option Shares”)
will, upon the exercise of such rights, be duly authorized, validly issued,
fully paid and non-assessable and free from all taxes, liens and charges in
respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).
3. Exercise of
Option. The exercise of the purchase rights represented by
this Option may be made at any time, before the close of business on the
Termination Date by the surrender of this Option and the Notice of Exercise Form
annexed hereto duly executed, at the principal executive office of the
Corporation (or such other office or agency of the Corporation as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Corporation) and upon payment of the Exercise
Price of the shares thereby purchased by wire transfer or cashier’s check drawn
on a United States bank or Canadian chartered bank in US funds, the Holder shall
be entitled to receive a certificate for the number of shares of Common Stock so
purchased. Certificates for Option Shares shall be delivered to the
Holder within ten (10) days after the date on which this Option shall
have been exercised as aforesaid. This Option shall be deemed to have been
exercised, and such certificate or certificates shall be deemed to have been
issued, and the Holder shall be deemed to have become the holder of record of
such Option Shares for all purposes, as of the date the Option has been
exercised, by payment to the Corporation of the Exercise Price and all taxes
required to be paid by the Holder, if any, pursuant to Section 4 prior to the
issuance of the Option Shares have been paid.
3.1 Cashless
Exercise. Notwithstanding any provisions herein to the
contrary, in lieu of exercising this Option in the manner set forth above in
Section 3, the Holder may elect to exercise this Option in whole or in part and
to pay for the Option Shares by way of a cashless exercise effected by
surrendering this Option at the principal executive office of the Corporation
(or such other office or agency of the Corporation as it may designate by notice
in writing to the Holder at the address of the Holder appearing on the books of
the Corporation), together with the Notice of Exercise attached hereto duly
executed, in which event the Corporation shall issue to the Holder that number
of shares of Common Stock computed using the following formula:
X = Y (A -
B)
B
| Where | X | = |
the
number of shares of Common Stock to be issued to the
Holder
|
|
| Y | = |
the number of shares of Common
Stock purchasable under this Option or, if only a portion of the
Option is being exercised,
the portion of the Option being cancelled (at the date of such
calculation)
|
||
| A | = |
the
greater of: (i) the closing price of one share of Common Stock (on the
date prior to such exercise) or (ii) the 10-day average of the closing
price of the shares of Common Stock on the principal trading market in the
country of residence of the Holder on which the Common Stock is traded
prior to such exercise
|
||
| B | = |
the
Exercise Price (as adjusted to the date of such
calculation)
|
||
If the
above calculation results in a negative number, then no shares of Common Stock
shall be issued or issuable upon exercise of this Option.
4. Charges, Taxes and
Expenses. Issuance of certificates for shares of Common Stock
upon the exercise of this Option shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, and such certificates shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event certificates for shares of Common Stock are to be
issued in a name other than the name of the Holder, this Option when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder; and the Corporation may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto.
5. Closing of
Books. The Corporation will not close its shareholder books or
records in any manner that prevents the timely exercise of this
Option.
6. Transfer, Division and
Combination.
(a) The
Holder acknowledges that the subsequent sale, transfer, assignment or other
disposition of the Option or Option Shares are subject to the rules and
regulations of the Securities and Exchange Commission.
(b) Subject
to compliance with Section 6(a), the transfer of this Option and all rights
hereunder, in whole or in part, shall be registered on the books of the
Corporation to be maintained for such purpose, upon surrender of this Option at
the principal office of the Corporation (or such other office or agency of the
Corporation as it may designate by notice in writing to the registered holder
hereof at the address of such holder appearing on the books of the Corporation),
together with the Assignment Form attached hereto duly executed by the Holder or
its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if
required, such payment, the Corporation shall execute and deliver one or more
new Option certificates in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new Option certificate evidencing the portion of
this Option not so assigned, and this Option Certificate shall promptly be
cancelled. An Option, if properly assigned, may be exercised by the
assignee thereof without the requirement for a new Option certificate
to first be issued.
(c) This
Option may be divided or combined with other Options for Common Stock upon
presentation hereof at the aforesaid office or agency of the Corporation,
together with a written notice specifying the names and denominations in which a
replacement Option certificate is to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 6(a) and 6(b)
hereof as to any transfer which may be involved in such division or combination,
the Corporation shall execute and deliver a new Option certificate or
certificates in exchange for the Options (including this Option) to be divided
or combined in accordance with such notice.
(d)
The Corporation shall prepare, issue and deliver at its own expense
(other than transfer taxes) the replacement Option certificate or certificates
under this Section 6.
(e)
The Corporation agrees to maintain, at its aforesaid office or
agency, books for the registration and the registration of transfer of this
Option and other Options for Common Stock.
7. No Rights as Shareholder until
Exercise. This Option does not entitle the Holder to any
voting rights or other rights as a shareholder of the Corporation prior to the
exercise hereof. Upon the surrender of this Option and the payment of
the aggregate Exercise Price, the Option Shares so purchased shall be and be
deemed to be issued to the Holder as the record owner of such shares as of the
close of business on the later of the date of such surrender or
payment.
8. Loss, Theft, Destruction or
Mutilation of Option. The Corporation covenants that upon
receipt by the Corporation of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Option certificate or any stock
certificate relating to the Option Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond), and upon surrender and cancellation of
such Option or stock certificate, if mutilated, the Corporation will make and
deliver a new Option or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Option or stock certificate.
9. Saturdays, Sundays, Holidays,
etc. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall be a Saturday,
Sunday or a legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day which is not a Saturday, Sunday or legal
holiday.
10. Adjustments of Exercise Price and
Number of Option Shares.
(a) Stock Splits, etc. The number
and kind of securities purchasable upon the exercise of this Option and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In the event the Corporation
shall: (i) pay a dividend in shares of Common Stock or make a distribution in
shares of Common Stock to holders of its outstanding Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater number of shares
of Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the number of
Option Shares purchasable upon exercise of this Option shall be adjusted so that
the Holder shall be entitled to receive the kind and number of Option Shares or
other securities of the Corporation which he would have owned or have been
entitled to receive had such Option been exercised in advance of such
event. Upon each such adjustment of the kind and number of Option
Shares or other securities of the Corporation which are purchasable hereunder,
the Holder shall thereafter be entitled to purchase the number of Option Shares
or other securities resulting from such adjustment at an exercise price per
Option Share or other security obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of Option Shares
purchasable pursuant hereto immediately prior to such adjustment and dividing by
the number of Option Shares or other securities of the Corporation resulting
from such adjustment. An adjustment made pursuant to this Section 10
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Reorganization, Reclassification,
Merger, Consolidation or Disposition of Assets. In the event
the Corporation shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the Corporation is
not the surviving corporation or where there is a change in or distribution with
respect to the Common Stock of the Corporation), or sell, transfer or otherwise
dispose of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, 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 Options 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 Corporation,
then the Holder shall have the right thereafter to receive, upon exercise of
this Option, the number of shares of common stock of the successor or acquiring
corporation or of the Corporation, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Option is exercisable
immediately prior to such event. In the event of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Corporation)
shall expressly assume the due and punctual observance and performance of each
and every covenant and condition of this Option to be performed and observed by
the Corporation and all the obligations and liabilities hereunder, subject to
such modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Corporation) in order to provide for
adjustments of shares of Common Stock for which this Option is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided for in
this Section 10. For purposes of this Section 10, “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 redemption 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 Options or other rights to subscribe for or purchase any
such stock. The foregoing provisions of this Section 10 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.
11. Notice of
Adjustment. Whenever the number of Option Shares, number or
kind of securities or other property purchasable upon the exercise of this
Option or the Exercise Price is adjusted, as herein provided, the Corporation
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder notice of such adjustment setting forth the number of Option
Shares and Other Property purchasable upon the exercise of this Option and the
Exercise Price of such Option Shares and Other Property after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made. Such
notice, in the absence of manifest error, shall be conclusive evidence of the
correctness of such adjustment.
12. Notice of Corporate
Action. If at any time:
(a) the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right;
(b) there shall be any capital
reorganization of the Corporation, any reclassification or recapitalization of
the capital stock of the Corporation or any consolidation or merger of the
Corporation with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Corporation to,
another corporation; or
(c) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the
Corporation;
then, in
any one or more of such cases, the Corporation shall give to Holder (i) at least
three (3) days’ prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least
three (3) days’ prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall
specify (i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and the
amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such disposition, dissolution, liquidation or
winding up. Each such written notice shall be sufficiently given if
addressed to the Holder at the last address of the Holder appearing on the books
of the Corporation and delivered in accordance with Section 14(c).
13. Authorized
Shares.
(a) The
Corporation covenants that during the period the Option is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Option Shares. The
Corporation further covenants that its issuance of this Option shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Option
Shares upon the exercise of the purchase rights under this
Option. The Corporation will take all such reasonable action as may
be necessary to ensure that such Option Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of
the stock exchange(s) upon which the Common Stock is listed.
(b) The
Corporation shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Option, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the
Corporation will (i) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Option above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (ii) take
all such action as may be necessary or appropriate in order that the Corporation
may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Option, and (iii) use its best efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be necessary to enable the Corporation to
perform its obligations under this Option.
(c) Upon
the request of the Holder, the Corporation will, at any time during the period
this Option is outstanding acknowledge in writing, in a form reasonably
satisfactory to the Holder, the continuing validity of this Option and the
obligations of the Corporation hereunder.
(d) Before
taking any action which would cause an adjustment reducing the current Exercise
Price below the then par value, if any, of the shares of Common Stock issuable
upon exercise of the Option, the Corporation shall take any corporate action
which may be necessary in order that the Corporation may validly and legally
issue fully paid and non-assessable shares of such Common Stock at such adjusted
Exercise Price.
(e) Before
taking any action which would result in an adjustment in the number of shares of
Common Stock for which this Option is exercisable or in the Exercise Price, the
Corporation shall obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereover.
14. Miscellaneous.
(a) Jurisdiction. This Option
shall be binding upon any successors or assigns of the
Corporation. This Option shall constitute a contract under the laws
of the state of Nevada without regard to its conflict of law
principles or rules.
(b) Notices. Any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Corporation shall be sufficiently given if delivered
personally or by prepaid mail to the last address of the Holder on the records
of the Corporation and shall be effective immediately if given personally and
if, delivered by mail, 5 days after mailing.
(c) Limitation of
Liability. No provision hereof, in the absence of affirmative
action by the Holder to purchase shares of Common Stock, and no enumeration
herein of the rights or privileges of the Holder, shall give rise to any
liability of the Holder for the purchase price of any Common Stock or as a
stockholder of the Corporation, whether such liability is asserted by the
Corporation or by creditors of the Corporation.
(d) Remedies. The
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Option. The Corporation agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Option and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.
(e) Successors and
Assigns. Subject to applicable securities laws, this Option
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Corporation and the successors and
permitted assigns of Holder. The provisions of this Option are
intended to be for the benefit of all holders from time to time of this Option
and shall be enforceable by all such holders.
(f) Amendment. This
Option may be modified or amended or the provisions hereof waived with the
written consent of the Corporation and the Holder.
(g) Severability. Wherever
possible, each provision of this Option shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Option shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Option.
(h) Headings. The
headings used in this Option are for the convenience of reference only and shall
not, for any purpose, be deemed a part of this Option.
IN WITNESS WHEREOF, the
Corporation has caused this Option to be executed by its officer thereunto duly
authorized.
Dated
this ____ day of _________, 2009
WIND
WORKS POWER CORP.
By:
_____________________________
Name:
Title:
NOTICE
OF EXERCISE
To: Wind
Works Power Corp.
The
undersigned hereby elects to purchase ________ shares of Common Stock (the
“Common Stock”), of Wind Works Power Corp. pursuant to the terms of the attached
Option and:
|
q
|
tenders
herewith payment of the Exercise Price in full, together with all
applicable transfer taxes, if any;
or
|
|
q
|
elects
for a cashless exercise.
|
Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified
below:
___________________________________________________________
(Name)
___________________________________________________________
(Address)
___________________________________________________________
___________________________________________________________
Social
Security or Tax Identification Number
Dated: _________________________
_________________________________________
Signature
_________________________________________
Print
Name
ASSIGNMENT
FORM
(To
assign the foregoing Option, execute
this form
and supply required information.
Do not
use this form to exercise the Option.)
FOR VALUE
RECEIVED, the foregoing Option and all rights evidenced thereby are hereby
assigned to
______________________________________________________________________________
whose
address is
_________________________________________________________________________
_______________________________________________________________________________________
Dated:
________________________
Holder's
Signature: _________________________________________________
Holder's
Address: _________________________________________________
_________________________________________________
Signature
Guaranteed:
NOTE: The
signature on this Assignment Form must correspond with the name as it appears on
the face of the Option, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Option.