Unassociated Document


    Exhibit
10.1

     

    AMENDMENT

    TO

    SECURITIES
PURCHASE AGREEMENT

    AND

    REGISTRATION
RIGHTS AGREEMENT

    


    This
Amendment (the “Amendment”), dated as
of February 9, 2010, is made to the Securities Purchase Agreement, dated as of
January 26, 2010 (the “Purchase Agreement”),
between Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation
(the “Company”)
and the purchasers identified on the signatures pages thereto (the “Holders”), and to the
Registration Rights Agreement, dated as of January 26, 2010 (the “Registration Rights
Agreement”), between the Company and the Holders.  Terms used
as defined terms herein and not otherwise defined shall have the meanings
provided therefor in the Purchase Agreement.

    


    WHEREAS, Section 2.1 of the Purchase
Agreement provides that the Company shall sell, and the Holders, severally and
not jointly, shall purchase, up to an aggregate of $8,000,000 of Shares and
Warrant;

    


    WHEREAS, in connection with the
transactions contemplated in the Purchase Agreement, Section 2(a) of the
Registration Rights Agreement provides that, pursuant to the terms and
conditions therein, the Company shall prepare and file with the United States
Securities and Exchange Commission (“SEC”) a registration
statement covering the resale of all or such maximum portion of the Registrable
Securities (as such term is defined in the Registration Rights Agreement) as
permitted pursuant to the guidance of the SEC;

    


    WHEREAS, on January 26, 2010, the
Company sold, and the Holders, severally and not jointly, purchased, an
aggregate of $7,987,227 of Shares and Warrants pursuant to the terms and
conditions of the Purchase Agreement;

    


    WHEREAS, clause (d) in the definition
of “Exempt Issuance” in Section 1.1 of the Purchase Agreement provides that
Exempt Issuance shall include the issuance, with the consent of Ladenburg
Thalmann & Co., Inc., of up to an amount of Common Stock and warrants equal
to the difference between $8,000,000 and the aggregate Subscription Amounts
under the Purchase Agreement on the same terms and conditions and price as under
the Purchase Agreement, with investors executing definitive agreements for the
purchase of such securities and such transactions having closed on or before
January 29, 2010;

    


    WHEREAS, the definition of “Transaction
Documents” in Section 1.1 of the Purchase Agreement includes the Purchase
Agreement, the Registration Rights Agreement and the other documents entered
into or provided in connection with the transactions contemplated in the
Purchase Agreement;

    


    WHEREAS,
Section 5.5 of the Purchase Agreement provides that no provision of the Purchase
Agreement may be modified, supplemented or amended except in a written
instrument signed by the Company and the Holders holding at least 67% in
interest of the Shares then outstanding;

    


    WHEREAS,
Section 6(f) of the Registration Rights Agreement provides that no provision of
the Registration Rights Agreement may be modified, supplemented or amended
unless such shall be in writing and signed by the Company and the Holders of 67%
or more of the then outstanding Registrable Securities (including any
Registrable Securities issuable upon exercise of any security); and

    


    WHEREAS,
the Company and the Holders signatory hereto (the “Signatory Holders”),
which Signatory Holders (a) hold at least 67% in interest of the Shares
currently outstanding and (b) hold 67% or more of the then outstanding
Registrable Securities, wish (i) to amend Section 2.1 of the Purchase Agreement
to increase the aggregate dollar amount of Shares and Warrants that the Company
may sell, and the Holders, severally and not jointly, may purchase, pursuant to
the Purchase Agreement from $8,000,000 to $9,000,000, (ii) to amend and restate
clause (d) in the definition of Exempt Issuance in Section 1.1 of the Purchase
Agreement to permit the issuance of up to an amount of Common Stock and warrants
equal to the difference between $9,000,000 and the aggregate Subscription
Amounts under the Purchase Agreement on the substantially same terms and
conditions and at the same prices in transactions having closed on or before
February 9, 2010, (iii) to amend the definition of Transaction Documents in
Section 1.1 of the Purchase Agreement to include this Amendment and (iv) to
amend the definition of Registrable Securities in the Registration Rights
Agreement to include the securities issued (and issuable upon exercise of such
securities or otherwise) in transactions contemplated by clause (d) in the
definition of Exempt Issuance in Section 1.1 of the Purchase
Agreement.

     

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    NOW,
THEREFORE, in consideration of the terms and conditions contained in this
Amendment, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:

    


    
      	
              1.  

            	
              Amendment to Section
      2.1 of Purchase Agreement.  Section 2.1 of the Purchase
      Agreement is hereby amended by deleting the term “$8,000,000” and
      inserting in its place the term
“$9,000,000”.

            


    

    


    
      	
              2.  

            	
              Amendment and
      Restatement to Clause (d) in the Definition of Exempt Issuance in Section
      1.1 of Purchase Agreement.  Clause (d) in the definition
      of Exempt Issuance in Section 1.1 of the Purchase Agreement is hereby
      amended and restated to read in entirety: “(d) with the prior written
      consent of Ladenburg Thalmann & Co., Inc., up to an amount of Common
      Stock and warrants equal to the difference between $9,000,000 and the
      aggregate Subscription Amounts hereunder, on the substantially same terms
      and conditions and at the same prices as hereunder, with investors
      executing definitive agreements for the purchase of such securities and
      such transactions having closed on or before February 9,
      2010”.

            


    

    


    
      	
              3.  

            	
              Amendment to
      Definition of Transaction Documents in Section 1.1 of the Purchase
      Agreement.  The definition of Transaction Documents in
      Section 1.1 of the Purchase Agreement is hereby amended by inserting,
      immediately following the term “the Funds Escrow Agreement”, as follows:
      “, the Amendment”.

            


    

    


    
      	
              4.  

            	
              Amendment to
      Definition of Registrable Securities in Section 1 of Registration Rights
      Agreement.  The definition of Registrable Securities in
      Section 1 of the Registration Rights Agreement is hereby amended by
      inserting, immediately following the word “foregoing” in clause (d) of
      such definition, as follows: “and (e) securities issued (and issuable upon
      exercise of such securities or otherwise) in transactions contemplated by
      clause (d) in the definition of Exempt
  Issuance”.

            


    

    


    
      	
              5.  

            	
              Representations and
      Warranties of the Company.  The Company hereby makes the
      representations and warranties set forth below to the Signatory Holders as
      of the date of this Amendment:

            


    

    


    (a) Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into this Amendment and otherwise to carry out its
obligations hereunder.  The execution and delivery of this Amendment
by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the
Company and no further action is required by the Company, the Board of Directors
or the Company's stockholders in connection therewith.  This Amendment
has been duly executed by the Company and, when delivered in accordance with the
terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

    


    (b) Bring
Down.  The Company expressly reaffirms that each of the
representations and warranties set forth in the Purchase Agreement (as
supplemented or qualified by the disclosures in any disclosure schedule to
Purchase Agreement), continues to be true, accurate and complete in all material
respects as of the date hereof, and except for any representation and warranty
made as of a certain date, in which case such representation and warranty shall
be true, accurate and complete as of such date, and the Company hereby remakes
and incorporates herein by reference each such representation and warranty as
though made on the date of this Amendment.

    


    
      	
              6.  

            	
              Fees and
      Expenses.  At the closing of the Additional Financing,
      the Company agrees to reimburse Ladenburg Thalmann & Co., Inc. $7,500
      for its legal fees and expenses in connection herewith.  “Additional
      Financing” means the issuance by the Company of Common Stock and
      warrants pursuant to clause (d) in the definition of Exempt Issuance in
      Section 1.1 of the Purchase Agreement.  Except as expressly set
      forth in the Transaction Documents to the contrary, each party shall pay
      the fees and expenses of its advisors, counsel, accountants and other
      experts, if any, and all other expenses incurred by such party incident to
      the negotiation, preparation, execution, delivery and performance of this
      Amendment.

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
 

    
      	
              7.  

            	
              Public
      Disclosure.  On or before 9:30 am (New York City time) on
      the first Trading Day immediately following the date hereof, the Company
      shall file a Current Report on Form 8-K, reasonably acceptable to the
      Signatory Holders disclosing the material terms of the transactions
      contemplated hereby and attaching this Amendment as an exhibit
      thereto.

            


    

    


    
      	
              8.  

            	
              Effect on Transaction
      Documents. Except as
      expressly set forth above, all of the terms and conditions of the Purchase
      Agreement and the Transaction Documents shall continue in full force and
      effect after the execution of this Amendment and shall not be in any way
      changed, modified or superseded by the terms set forth herein. 
      Notwithstanding the foregoing, this Amendment shall be deemed for all
      purposes as an amendment to the Purchase Agreement as required to serve
      the purposes hereof, and in the event of any conflict between the terms
      and provisions of the Purchase Agreement, on the one hand, and the terms
      and provisions of this Amendment, on the other hand, the terms and
      provisions of this Amendment shall
prevail.

            


    

    


    
      	
              9.  

            	
              Amendments and
      Waivers. The provisions of this Amendment can be amended or waived
      in the manner permitted under the Purchase
  Agreement.

            


    

    


    
      	
              10.  

            	
              Execution. This
      Amendment may be executed in two or more counterparts, all of which when
      taken together shall be considered one and the same agreement and shall
      become effective when counterparts have been signed by each party and
      delivered to the other party, it being understood that both parties need
      not sign the same counterpart.  In the event that any signature
      is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
      format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
      signature page were an original
thereof.

            


    

    


    
      	
              11.  

            	
              Governing
      Law.  All questions concerning the construction,
      validity, enforcement and interpretation of this Amendment shall be
      determined pursuant to the Governing Law provision of the Purchase
      Agreement.

            


    

    


    
      	
              12.  

            	
              Entire
      Agreement.  This Amendment contains the entire
      understanding of the parties with respect to the subject matter hereof and
      supersedes all prior agreements and understandings, oral or written, with
      respect to such matters, which the parties acknowledge have been merged
      into this Amendment.

            


    

    


    [SIGNATURE
PAGE FOLLOWS]

     

     

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

     

     

    
      
        	 	WORLDWIDE
      ENERGY AND MANUFACTURING USA, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      



     

    


    


    


    


    


    [SIGNATURE
PAGE OF HOLDERS FOLLOWS]

    [SIGNATURE
PAGE OF HOLDERS TO WEMU AMENDMENT]

     

     

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    


    Name of
Holder: _____________________________________________________

    


    Signature of Authorized Signatory of
Holder: ______________________________

    


    Name of
Authorized Signatory: ___________________________________________

    


    Title of
Authorized Signatory: ____________________________________________

    


    


    


    [SIGNATURE
PAGES CONTINUE]

    


    


    


    
 

     

    5