exhibit_10-1.htm


    
      

    

    EXHIBIT 10.1

    
AGREEMENT
OF PURCHASE AND SALE THIS AGREEMENT made the 4th day of
May 2009.

    BETWEEN:

     

    Bruce
Lawton

    a
Businessman in the State of

    Virginia

    (hereinafter
the Vendors)

     

    -and-

     

    W2 Energy Inc.
(Nevada) 

    (hereinafter
the Purchasers)

     

    WHEREAS
the Purchasers own and operate a technology Company at 18 Airpark Place Guelph
Ontario Canada as a Nevada incorporation (the "Business");

     

    AND
WHEREAS the Vendors have agreed to sell to the Purchasers and the Purchasers
have agreed to purchase from the Vendors the Purchased Technology as defined in
schedule "B", on and subject to the terms of this Agreement and Term Sheet as
attached in schedule "C".

     

    IN
CONSIDERATION of the mutual covenants and agreements set out the parties
respectively covenant and agree as follows.

     

    
      	
              1.

            	
              In
      this offer and in the attached schedules which font part of
      this offer, the following words shall have the following
      meaning:

            


    

     

    
      	
            	
              (a)

            	
              "Closing
      Date" shall mean the 15th day
      of May 2009;

            


    

     

    
      	
            	
              (b)

            	
              "Technology
      shall mean the goods, products and related items sold by the
      Vendor;

            


    

     

    
      	
            	
              (c)

            	
              "Valuation
      Date" shall mean the close of business on the 14th, clay of May
      2009;

            


    

     

    
      	
            	
              (d)

            	
              "Purchase
      Price" shall mean the amount set out in paragraph
  2;

            


    

     

    
      	
            	
              (e)

            	
              "Purchased
      Technology" shall mean the purchased technology or assets described in
      schedule "A"

            


    

     

    
      	
              2.

            	
              Purchase
      Price. Subject to the terms and conditions of this Agreement, and
      subject to any adjustments provided for, the Vendor agrees to sell, assign
      and transfer to the Purchasers and the Purchasers agrees to purchase from
      the Vendors, the Purchased Technology for an aggregate purchase price of
      1,250.000 shares of the capital stock of W2 Energy
  Inc

            


    

    


    
      
        
          
            
              	
                       

                    


            

            


          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    -2-


    


     

    
      
        	
                3.

              	
                Payment of Purchase
      Price. The Purchase Price for the Purchased Technology shall be
      paid and satisfied by the Purchasers as
follows:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              1.000,000
      shares of the capital stock of W2 Energy for the purchase of the Peltier
      Module technology
      for the purpose of Power
Generation

            


    

     

    
      
      

    

    
      	
               
      

            	
              (ii)

            	
              250,000
      shares of the
      capital stock of W2 Energy lnc. for the rights to develop the Windows
      based version of the Thinking Home
      e Software.

            


    

     

    
      
      

    

    
      	
               
      

            	
              (iii)

            	
              W2
      Solar a wholly owned subsidiary of W2 Energy Inc. Will enter into a
      separate sub contractor agreement
      as defined by the "Term Sheet" attached herein as schedule
      ''D"

            


    

     

    
      	
            	
              (iv)

            	
              Delivery
      of payment by Computershare Trust, payable to the Vendors on the Closing
      Date;

            


    

     

     

    
      	
              4.

            	
              On
      the Closing Date, the Vendors shall deliver to the Purchasers the
      following, all in form
      satisfactory to the Purchasers, acting
  reasonably:

            


    

     

    
      
      

    

    
      	
               
      

            	
              (a)

            	
              a statutory declaration by the
      Vendors that the warranties and representations set out
      in Schedule "A'' are true and correct. as of the Closing
      Date;

            


    

     

    
      
      

    

    
      	
               
      

            	
              (b)

            	
              an
      acknowledgement by the Vendors that the warranties and representations set
      out in Schedule "A" shall survive for a period of three (3) years
      following the Closing Date; and

            


    

     

    Provided
that if the Vendors are unable for any reason to deliver to the Purchasers any
one or more of the foregoing, using his best efforts, then this offer shall be
null and void. and the agreement arising from its acceptance shall be at an end
and the Vendors and the Purchasers shall not be liable to one another for any
costs or damages.

     

    
      	
               5.
      

            	
              This
      offer shall form a binding agreement of purchase and sale. The terms and
      conditions of this agreement shall inure to the benefit of and be binding
      upon the respective heirs, successors and assigns of the Vendors and the
      Purchasers.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    -3-

    
 

    
      INWITNESS
WHEREOF this Agreement has been executed by the Parties.

      


      


      
        
          
            	
                    Dated:
      this 6 day of May, 2009.

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Witness

                  	
                    )

                  	 
      
	
                    SIGNED,
      SEALED AND DELIVERED

                  	
                    )

                  	 
      
	
                    In
      the presence of

                  	
                    )

                  	 
      
	 
      	
                    )

                  	
                    /s/
      Michael McLaren

                  
	
                    Witness

                  	
                    )

                  	
                    Michael
      McLaren

                  
	
                    SIGNED,
      SEALED AND DELIVERED

                  	
                    )

                  	 
      
	
                    In
      the presence of

                  	
                    )

                  	 
      
	 
      	 
      	 
      
	 
      	
                    )

                  	 
      
	
                    Dated:
      this 6 day of May, 2009.

                  	
                    )

                  	 
      
	
                    SIGNED,
      SEALED AND DELIVERED

                  	
                    )

                  	 
      
	
                    In
      the presence of

                  	
                    )

                  	 
      
	 
      	
                    )

                  	 
      
	
                    Witness

                  	
                    )

                  	
                    /s/
      Bruce Lawton

                  
	 
      	
                    )

                  	
                    Bruce
      Lawton

                  
	 
      	 
      	 
      


          

        

      

 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    -4-


     

    SCHEDULE
'A"

     

    REPRESENTATIONS
AND WARRANTIES OF THE VENDORS

     

    The
Vendors represents and warrants to the Purchasers that at the Closing
Date:

     

    
      	
              1.

            	
              Ownership of Technology.
      The Vendors are the beneficial owner of record of the Purchased
      Technology listed in schedule "B" attached hereto with good and marketable
      title thereto, free and clear of any pledge, lien, charge, encumbrance or
      security interest of any kind and of any portion or other right
      thereto.

            


    

     

    
      	
              2.

            	
              Residency.The Vendor is
      a citizen of the United States of America within the meaning of the Income
      Tax Act Law (USA.).

            


    

     

    
      	
              3.

            	
              Tax Matters. The Vendor
      or his Corporation are not in arrears or in default in respect of the
      filing of any required federal, state
      or municipal tax or other return;
  and,

            


    

     

    
      
      

    

     

    
      	
               
      

            	
              (a)

            	
              all
      taxes, filing fees and other assessments due and payable or collectable
      from the Vendors or the Corporation have been paid or
      collected;

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      claim for additional taxes, filing fees or other amounts and assessments
      has been made which has not been paid;
and,

            


    

     

    
      	
            	
              (c) 
      

            	
              no
      return contained any mis-statement or concealed any statement that should
      have
      been included therein.

            


    

     

    
      	
              4.

            	
              No Breach Caused by this
      Agreement. Neither the execution nor delivery of this
      agreement. nor the fulfillment or compliance with any of
      the terms hereof conflicts with, or results in a breach of terms,
      conditions or provisions of, or constitutes a default under, the articles
      and by-laws, as
      amended, of the Corporation or any material agreement or instrument
      to which the Vendors or the Corporation are subject, or require any
      consent or other action by any administrative or governmental
      body.

            


    

     

    
      	
              5.

            	
              Litigation. There is no
      liability, contingent or otherwise, nor any action, claim or demand or
      other proceedings pending or threatened before any court or administrative
      agency which could adversely affect the Financial condition or overall
      operations of the Corporation, or the Vendors, and no judgment, order or
      decree enforceable against them which involves or may involve, or
      restricts or may restrict, or requires or may require, the expenditure of
      money as a condition to or a necessity for, the right or ability of it to
      conduct business in the manner in which such business has been carried on
      prior to the. Closing Date.

            


    

     

    
      	
              6.

            	
              Indemnification
      by the Vendor. The
      Vendor agrees to indemnify and save harmless the Purchaser from all losses
      suffered or incurred by the Purchaser as a result of or arising directly or indirectly
      out
      of or in connection
      with all debts, liabilities or contracts whatsoever (whether accrued,
      absolute, contingent or otherwise) of the Vendor or Corporation existing at the
      Closing Date, including any liabilities for federal, state, sales,
      excise, income,
      corporate or any other taxes of the Corporation or
      Vendor for any period up to and including
      the Closing Date, and not disclosed
on.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    -5-


    


     

    
      	
              7.

            	
              Disclosure.
      The representations and warranties of the Vendors included in this
      agreement are true and correct and do not contain any untrue statement of
      a material fact or omit to state a material fact necessary to make the
      statements contained in such representations and warranties not
      misleading.

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    -6-


     

    SCHEDULE
"B" 

     

    Description of Purchased
Technology:

     

    
      	
              1 )

            	
               Peltier
      Module Electrical Production: Also known as thermionic devices,
      peltier modules are solid-state electrical devices that generate
      electricity from the thermal differential between one side of the peltier
      module and the other.

            


    

     

    Vendor
has developed the concept of developing a set of electrical generating devices
combining peltier modules and renewable energy sources. That renewable energy
can be heat from solar power, waste-to-energy plants, or even nuclear, power
plants. Vendor will continue to develop the means of tapping that renewable heat
energy for electrical power production.

     

    
      	
              2)

            	
              Thinking
      Home Software: Vendor has developed Mac-based software which allows an
      individual to control and monitor energy usage in a house via the
      computer. W2 Energy will develop this software for Windows-based
      applications in the residential and commercial
  sectors.

            


    

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    -7-

     

    SCHEDULE
"C"

     

    Tern
Sheet:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    -8-

     

    SCHEDULE
"D"

    Subcontract
Agreement Lawton