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.

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.

(a)   The Holder represents, warrants, covenants and agrees that:

 

(i)   Upon exercise of the Put Option, Holder will be authorized and entitled to sell, transfer and convey to the Company the Put Shares, without any further required approvals or authorizations; and

(ii)   Holder owns the Put Shares free and clear of any and all liens, claims, encumbrances or rights of others other than the Lock-Up Agreement with the Company, and when delivered to the Company pursuant to the Put Option, the Put Shares shall be free and clear of any and all claims, liens, encumbrances or security interests of any kind whatsoever.

(b)   At any time after the date hereof, including without limitation, upon the exercise of the Put Option the Holder agrees to take any action and execute such additional documents and instruments as may be requested by the Company which shall be necessary or desirable to carry out the purposes of this Agreement,.

6.   Transferability.  In addition to the restrictions set forth in the Lock-Up Agreement restricting the transferability of the Put Shares, the Holder shall not, directly or indirectly, sell, exchange, pledge, transfer, grant a proxy with respect to, devise, assign or in any way dispose of, encumber or grant a security interest in the Put Option at any time without the prior written consent of the Company.

(a)   Default. The Company hereby expressly acknowledges and agrees that, in the event of any such Put Default, Holder’s damages would be difficult or impossible to ascertain or determine, the Holder will suffer immediate and irreparable harm, and the Holder shall be entitled, in addition to any and all other rights or remedies which may be available to the Holder under applicable Laws, to an injunction issued by a court of competent jurisdiction restraining the aforesaid breach or default of the Company and/or to an action for specific performance of the obligations of the Company hereunder, all without the necessity of posting a bond. Nothing contained hereinabove, however, is intended to limit in any way any of the rights or remedies of the Holder under this Agreement, under the Secured Note or under any applicable Laws in respect of any breach or default of the Company under the terms of this Agreement.