helix_8k-ex1011.htm


    
      
        

      
Exhibit 10.11

    


    ESCROW
AGREEMENT

    


    


    THIS
AGREEMENT made as of March 30, 2010

     

    BETWEEN:

    HELIX
WIND CORP., a Nevada corporation

    1848
Commercial Street, San Diego, California 92113

    (the
“Company”)

    


    AND:

    KENNETH
O. MORGAN

    209 South
Stephanie Street, Suite B221

    Henderson,
Nevada 89012

    (“Morgan”)

    


    AND:

    LAW
OFFICES OF WILLIAM M. AUL

    7676
Hazard Center Drive, Suite 500

    San
Diego, California 92108

    (the
“Escrowholder”)

    


    WHEREAS:

    


    A.           The
Company has entered into that certain Note and Warrant Purchase Agreement and
issued a Convertible Secured Promissory Note in the principal amount of seven
hundred seventy nine thousand five hundred dollars ($779,500), each dated March
30, 2010 (the “Financing Documents”) with St. George Investments, LLC (the
“Lender”).

     

    B.           The
Financing Documents require that as a condition to closing the financing under
the Financing Documents, that Morgan pledge four million eight hundred thousand
(4,800,000) shares (the “Pledged Shares”) of his Company common stock to the
Lender under the terms of the Stock Pledge Agreement dated March 30, 2010 (the
“Pledge Agreement”) between Morgan and the Lender, to secure the Company’s
obligations under the Financing Documents.

    


    C.           Morgan
has agreed to the terms of Stock Pledge Agreement and the deliver the Pledged
Shares in accordance with the Pledge Agreement, so long that the Company agrees
to issue Morgan an aggregate of six million (6,000,000) shares of Company’s
common stock (the “Replacement Shares”) in the event that Morgan forfeits the
Pledged Shares subject to the default provisions of the Pledge Agreement (the
“Forfeiture Event”)

    


    D.           The
Company, Morgan, and the Escrowholder agree that simultaneous with the closing
under the Financing Documents, the Company and Morgan entered into that certain
Settlement Agreement and Mutual Release dated March 30, 2010 (the “Settlement
Agreement”) pursuant to which the parties thereto agree to settle and dismiss
the Action (as defined in the Settlement Agreement) in exchange for the
Company’s payment in the amount of $150,000 to Morgan.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    E.           The
Company has issued that certain Irrevocable Instructions to Transfer Agent,
dated March 24, 2010 (the “Instructions”) wherein the Company, Morgan, and the
Lender have agreed that upon default under the Note (as defined in the
Instructions) and as set forth in the Default Notice (attached as Exhibit B to
the Instructions), the Company provides instructions to Island Stock Transfer,
the Company’s stock transfer agent, to transfer the Pledged Shares to the Lender
upon its receipt of a properly completed and executed Default Notice (the
“Default Notice”) as set forth in Section 2 of the Instructions.

    


    F.           The
Company, Morgan, and the Escrowholder hereby enter into this Escrow Agreement in
furtherance of the Pledge Agreement and the Settlement Agreement.

     

    NOW THEREFORE WITNESSETH that for and
in consideration of the covenants and agreements herein contained, the parties
hereto declare and agree as follows:

    


    
      	
              1.

            	
              The
      Company hereby delivers to the Escrowholder the following documents which
      shall be held by the Escrowholder in escrow subject to the terms and
      conditions of this Escrow
Agreement:

            


    

     

    
      	
              (a)  

            	
              Two
      Common Stock Certificates representing an aggregate of six million
      (6,000,000) Replacement Shares registered in the name of Kenneth O.
      Morgan;

            


    

     

    
      	
              (b)  

            	
              A
      copy of the following Issuance Resolutions, each signed by Kevin K.
      Claudio, the Chief Financial Officer of the Company and submitted to
      Island Stock Transfer, the Company’s duly appointed stock transfer agent
      with instructions to issue and deliver the Replacement Shares to the
      Escrowholder;

            


    

     

    
      	
              (c)  

            	
              A
      copy of the resolutions adopted by the Company’s Board of Directors
      wherein and showing that the issuance of the Replacement Shares have been
      approved at a duly constituted meeting or written action of the Company’s
      Board of Directors in conformity with the requirements of the Company’s
      By-laws and the Nevada General Corporation Law;
  and

            


    

     

    
      	
              
                (c)  

              

            	
              An opinion of Steven
      J. Davis, Esq. addressed to Morgan and opining: (i) that all of the
      Replacement Shares, have been validly issued, fully paid-for, and are
      non-assessable shares of the capital stock of the Company; and (ii) that
      in the event of a Forfeiture Event, all of the Replacement Shares are not
      and will not be subject to any claims or interests of the Company, and
      that at all times immediately following any Forfeiture Event, Morgan will
      acquire and hold the Replacement Shares free of any claims or interests of
      the Company.

            


    

     

    (which
documents are hereinafter called the “Escrow Documents”).

     

    
      	
              2.

            	
              For
      the purposes of the Pledge Agreement, the Escrowholder holds the Escrow
      Documents on behalf of Morgan and shall deliver the Escrow Documents in
      accordance with this paragraph 2.  The Escrowholder
      shall:

            


    

     

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              deliver
      the Escrow Documents to Morgan within five (5) business days after
      Escrowholder’s receipt of: (i) a copy of the Default Notice from the
      Company or upon any reasonable notice that the Lender has exercised its
      rights and remedies (as defined in Section 11 of the Pledge Agreement)
      stating (i) there is an Event of Default under the Pledge Agreement or
      (ii) the Company has received notice from the Lender that an Event of
      Default has occurred under the Convertible Secured Promissory Note issued
      by the Company to the Lender and in the original principal amount of Seven
      Hundred Seventy-Nine Thousand Dollars ($779,000) (the “Secured Note”)
      (both, as “Written Notice”) unless then prohibited by an order of a court
      of competent jurisdiction.

            


    

     

    
      	
              3.

            	
              The
      Company agrees that in furtherance of the intent and purposes of this
      Escrow Agreement, it shall, upon receipt of any notice from the Lender,
      the Transfer Agent, or any third party that the Lender has exercised its
      rights to the Collateral or that an Event of Default has occurred under
      the Secured Note, promptly and within one (1) business day give written
      notice to the Escrowholder of the same and include in said notice
      reasonable additional details together a copy of all documents it has
      received relating to or arising out of any said exercise of the Lender’s
      rights, the occurrence of an Event of Default, or both of them. If Morgan
      receives the Escrow Documents under the provisions of paragraph 2 hereof,
      Morgan shall acquire and hold all rights to the Replacement Shares as the
      sole and exclusive stockholder of all the Replacement
      Shares.  If Morgan receives
      the Escrow Documents under the provisions of paragraph 2 hereof, Morgan
      shall be deemed to have assigned to the Company, without the requirement
      of any further action by any party, any and all rights Morgan may have in
      the Pledged Shares or any proceeds from the Pledged Shares which may inure
      to Morgan under the Pledge Agreement.  Morgan agrees to execute any
      and all documents reasonably required by the Company to evidence such
      assignment.

            


    

     

    
      	
              4.

            	
              In
      the event that the Escrowholder does not receive any Default Notice or
      Written Notice, and Escrowholder receives reasonable written notice from
      the Company that the Secured Note and all obligations to the Lender under
      the terms of the Secured Note have been satisfied then the Escrowholder
      shall return the Replacement Shares to the Company.  All of the
      parties hereto agree that any notice to be given under this Escrow
      Agreement shall be deemed to have been duly and sufficiently given if
      mailed by prepaid registered mail, telexed or telecopied to, or delivered
      at, the address of the other party as hereinafter set
    forth:

            


    

     

    (a)           To
Morgan: (then to the address on the first page above)

    


    (b)           To
the Company: (then to the address on the first page above)

    


    (c)           To
the Escrowholder: (then to the address on the first page above)

    


    or at
such other address as the other party may from time to time direct in writing,
and any such notice shall be deemed to have been received, if mailed, telexed or
telecopied, 48 hours after the time of mailing, telexing or telecopying, and, if
delivered, upon the date of delivery.  If normal mail service, telex
service or telecopy services is interrupted by strike, slowdown, force majeure
or other case, a notice send by the impaired means of communication will not be
deemed to be received until actually received, and the party sending the notice
shall utilize any other such services which have not been so interrupted or
shall deliver such notice in order to ensure prompt receipt
thereof.

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

     

    
      	
              5.

            	
              Morgan
      shall pay from time to time the reasonable fees and expenses of the
      Escrowholder in connection with the performance of its duties hereunder,
      and the Company and Morgan shall jointly and severally indemnify and save
      harmless the Escrowholder of and from all other claims, demands, damage,
      loss and expense arising out of its performance of its duties
      hereunder.

            


    

     

    
      	
              6.

            	
              The
      Escrowholder will incur no liability hereunder except for its willful
      misconduct or gross negligence so long as it has acted in good
      faith.  The Escrowholder shall have no responsibility in respect
      of loss of the Escrow Documents except the duty to exercise such care in
      the safekeeping thereof as it would exercise if the Escrow Documents were
      the property of the Escrowholder.

            


    

     

    
      	
              7.

            	
              The
      Escrowholder will not be required to defend any legal proceedings which
      may be instituted against it in respect of or arising out of anything
      herein contained unless requested to do so by a party hereto and
      indemnified to its reasonable satisfaction against the costs and expense
      of such defense.

            


    

     

    
      	
              8.

            	
              The
      Escrowholder may seek and obtain the advice of legal counsel in the event
      of any question or dispute as to any of the provisions hereof or its
      duties hereunder, and it shall incur no liability and shall be fully
      protected in acting in good faith in accordance with the opinion, advice
      and instructions of such legal counsel (the reasonable costs of such legal
      services shall be added to and be part of the Escrowholder’s expenses
      hereunder).

            


    

     

    
      	
              9.

            	
              The
      Escrowholder is not responsible or liable for the sufficiency, form or
      manner of making any notice or demand or direction provided for under this
      Escrow Agreement or of the identity of the persons executing the same, but
      it shall be sufficient in any writing purporting to be such a notice,
      demand, protest or direction is served under the Escrowholder in any
      manner sufficient to bring it to its attention.  The
      Escrowholder shall not be liable for any error of judgment, for any act
      done or omitted by it in good faith, or for anything which it may in good
      faith do or refrain from doing in connection
  herewith.

            


    

     

    
      	
              10.

            	
              Nothing
      contained herein shall be construed as limiting the duties of the
      Escrowholder to Morgan in its capacity as counsel to
    Morgan.

            


    

     

    
      	
              11.

            	
              This Escrow Agreement shall be
      governed by and construed in accordance with the laws of the state of
      California as if this Agreement were fully performed and fully executed
      within the State of California. Any dispute or claim arising to or
      in any way related to this Agreement shall be settled by binding
      arbitration in San Diego, California.  All arbitration shall be
      conducted in accordance with the rules and regulations of the American
      Arbitration Association ("AAA"). AAA shall designate an arbitrator from an
      approved list of arbitrators following both parties' review and deletion
      of those arbitrators on the approved list having a conflict of interest
      with either party.  Each party shall pay its own expenses
      associated with such arbitration. A demand for arbitration shall be made
      within a reasonable time after the claim, dispute or other matter has
      arisen and in no event shall such demand be made after the date when
      institution of legal or equitable proceedings based on such claim, dispute
      or other matter in question would be barred by the applicable statutes of
      limitations.  The decision of the arbitrators shall be rendered
      within 60 days of submission of any claim or dispute, shall be in writing
      and mailed to all the parties included in the arbitration.  The
      decision of the arbitrator shall be binding upon the parties and judgment
      in accordance with that decision may be entered in any court having
      jurisdiction thereof.

            


    

     

     

    
      
         


      

      
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              12.

            	
              This
      Escrow Agreement, after full execution, acknowledgment and delivery,
      memorializes and constitutes the entire agreement and understanding
      between the parties and supersedes and replaces all prior negotiations and
      agreements of the parties, whether written or unwritten.  Each
      of the parties to this Escrow Agreement acknowledges that no other party,
      nor any agent or attorney of any other party has made any promises,
      representations, or warranty whatsoever, express or implied, which is not
      expressly contained in this Escrow Agreement; and each party further
      acknowledges that he or it has not executed this Escrow Agreement in
      reliance upon any belief as to any fact not expressly recited
      hereinabove.

            


    

    


    
      	
              13.

            	
              This
      Escrow Agreement shall enure to the benefit of and be binding upon the
      parties hereto and their respective heirs, successors, administrators and
      assigns.

            


    

     

    
      	
              14.

            	
              Time
      shall be of the essence of this Escrow
  Agreement.

            


    

     

    
      	
              15.

            	
              This
      Escrow Agreement may be executed in one or more counterparts, each of
      which shall be deemed to be an original and all of which taken together
      shall constitute one and the same
instrument.

            


    

     

    
      	
              16.

            	
              The
      obligations of the Escrowholder shall terminate at the earlier of: (a) the
      delivery of the Escrow Documents to Morgan; or (b) the return of the
      Replacement Shares to the Company.  At all times hereunder, the
      Escrowholder shall be entitled to reasonably rely upon the information and
      documents it receives in exercising its obligations under this Escrow
      Agreement.

            


    

     

    


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    IN WITNESS WHEREOF the parties hereto
have duly executed this Escrow Agreement as of the date first above
written.

    


    


    KENNETH
O. MORGAN


    


    By:  /s/   Kenneth O.
Morgan                                           

    Kenneth
O. Morgan

    


    


    HELIX
WIND CORP.


    


    


    By:  /s/  Kevin K.
Claudio                                                 

      
Kevin K. Claudio, Chief Financial Officer

    


     

    LAW
OFFICES OF WILLIAM M. AUL


    


    


    Per:  /s/  William M.
Aul                                                    


    William
M. Aul

    


    


    


    


    


    [SIGNATURE PAGE TO ESCROW
AGREEMENT]

    



    
      
         


      

      
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