EX-10.10
from 10-12B
23 pages
November 27, 2013 66 Wellington St W Suite 4050 Toronto, on M5k 1h1 BEACONSECURITIES.CA Private and Confidential Wind Power Holdings, Inc. 29 Pitman Road Barre Vt, 05641 USA Attention: Troy Patton President & CEO Dear Sir: Re: Wind Power Holdings, Inc. (“Wind Power” or the “Company”) Proposed Private Placement Offering of Subscription Receipts Beacon Securities Limited (“Beacon”) as Lead Agent, on Its Own Behalf and on Behalf of a Syndicate of Agents to Be Formed (Collectively, the “Agents”), Hereby Agree to Act as Agents for and on Behalf of the Company, on a Commercial Reasonable Best-Efforts Agency Basis, Without Underwriter Liability, in Connection With a Proposed Private Placement Offering of Subscription Receipts (The “Subscription Receipts”) of the Company at a Price Per Subscription Receipt to Be Determined in the Context of the Market but Subject to Mutual Agreement Between the Company and Beacon (The “Offering Price”) to Raise Aggregate Gross Proceeds of Approximately $20 to $25 Million (The “Offering”). the Offering Will Be Conducted in Conjunction With a Reverse Take-Over Transaction (The “Rto”) Between the Company and [—] (The “Cpc”). Such Reverse Take-Over Transaction Shall Constitute [—]’S “Qualifying Transaction” (The “Qualifying Transaction”) in Accordance With Exchange Policy 2.4 - Capital Pool Companies (The “Cpc Policy”) and Shall Result in the Common Shares of the Resulting Issuer (The “Listed Issuer”) From the Rto Becoming Listed on the Tsx Venture Exchange or the Toronto Stock Exchange (The “Exchange”) as More Fully Described in the Term Sheet Attached Hereto as Schedule A, Which Is Incorporated Herein by Reference. It Is Understood That This Letter Agreement (The “Agreement”) Is Not an Agency Agreement or Other Legally Binding Commitment of the Agents to Purchase the Subscription Receipts. by Your Acceptance of This Agreement, You and We Confirm the Terms of Our Engagement in Connection With the Offering as Set Out Below and in Schedule A
12/34/56