helix_8k-ex1008.htm


    
      

    
Exhibit 10.8

    IRREVOCABLE
INSTRUCTIONS TO TRANSFER AGENT

    


    


    Date:  March
30, 2010

    


    Island
Stock Transfer

    Attn:
Robert Thompson or Olessia Kritskaia

    100
2nd
Avenue, South, Suite 705 S

    St.
Petersburg, Florida 33701

    


    Re:           Instruction to Transfer
Shares

    


    Ladies
and Gentlemen:

    


    Reference
is made to that certain Convertible Secured Promissory Note dated as of March
30, 2010 (the “Initial
Note”), made by Helix Wind, Corp., a Nevada corporation (the “Maker”), pursuant to
which the Maker agreed to pay to St. George Investments, LLC, an Illinois
limited liability company, its successors and/or assigns (the “Holder”), the sum of
Seven Hundred Seventy Nine Thousand and 00/100 Dollars
($779,500.00).  The Initial Note was issued pursuant to that certain
Note and Warrant Purchase Agreement dated as of the date of the Initial Note by
and between Maker and the Holder (the “Purchase
Agreement”).  Pursuant to the terms and conditions of the
Purchase Agreement, the Holder may purchase up to four (4) additional
Convertible Secured Promissory Notes from the Maker, pursuant to which the Maker
will agree to pay the Holder the sum of One Hundred Thirty Thousand and 00/100
Dollars ($130,000.00) in each instance (collectively, the “Additional
Notes”).  The Initial Note, together with each of the
Additional Notes, shall be referred to individually as a “Note” and
collectively as the “Notes.”  Pursuant
to the terms of the Notes, at the option of the Holder, the Notes may be
converted into shares of the common stock, par value $0.0001 per share, of the
Maker (the “Common
Stock”) (the shares of Common Stock issuable upon conversion, the “Conversion
Shares”).  All of the Notes are or will be secured by that
certain Stock Pledge Agreement (the “Pledge Agreement”)
executed by Kenneth O. Morgan, an individual (the “Pledgor”), and
4,800,000 shares of Common Stock (the “Pledged Shares”)
represented by Certificates Nos. 3190 and 3191, each for 2,400,000 shares, and
dated March 31st,
2010 (the “Certificates”).

    


    Reference
is also made to that certain Warrant to Purchase Shares of Common Stock dated as
of the date of the Initial Note (the “Initial Warrant”),
made by Maker, pursuant to which the Holder may purchase 2,500,000 shares of
Common Stock.  Pursuant to the terms and conditions of the Purchase
Agreement, the Holder may purchase up to four (4) additional Warrants to
Purchase Shares of Common Stock from the Maker, pursuant to which the Holder may
purchase 250,000 shares of Common Stock in each instance (collectively, the
“Additional
Warrants”).  The Initial Warrant, together with each of the
Additional Warrants, shall be referred to individually as a “Warrant” and
collectively as the “Warrants.”  All
shares of Common Stock that may be purchased under the Initial Warrant and all
of the other Warrants shall be referred to herein as the “Warrant
Shares.”  The Conversion Shares, together with the Pledged
Shares and Warrant Shares are hereinafter referred to as the “Shares.”

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    This
irrevocable letter of instructions shall serve as the authorization and
direction of the Maker and the Pledgor (collectively, the “Undersigned”) to
Island Capital Management, LLC, d.b.a. Island Stock Transfer, (“you” or “your” or “Island Stock
Transfer”) (provided that you are the transfer agent of the Maker at such
time) to issue shares of Common Stock to the Holder, upon the order of the
Holder, (i) upon conversion of any of the Notes, (ii) following occurrence of an
Event of Default or a Liquidity Default (each as defined in the relevant Note)
under any of the Notes, or (iii) upon exercise of any of the Warrants, as
follows:

    


    1.           You
shall issue the Conversion Shares free of any restrictive legend to or at the
direction of the Maker upon conversion of all or a portion of a Note, upon
delivery to you of (a) a properly completed and duly executed Notice of
Conversion (the “Notice of
Conversion”) in the form attached hereto as Exhibit A, and (b) a
legal opinion as to the free transferability of the Shares from counsel, dated
within 90 days from the date of conversion, to either the Holder or the Maker;
provided, however, that in the event
the legal opinion is not provided as described above, you will issue the
Conversion Shares subject to the a restrictive legend.

    


    2.           You
shall issue the Pledged Shares free of any restrictive legend to the Holder upon
delivery to you of (a) a properly completed and duly executed Default Notice
(the “Default
Notice”) in the form attached hereto as Exhibit B, together
with the attachments referenced therein, and (b) a legal opinion as to the free
transferability of the Shares from counsel, dated within 90 days from the date
of conversion, to either the Holder or the Maker; provided, however, that in the event
the legal opinion is not provided as described above, you will issue the
Conversion Shares subject to the a restrictive legend.

    


    3.           You
shall issue the Warrant Shares to or at the direction of the Maker upon exercise
of all or a portion of a Warrant, upon delivery to you of (a) a properly
completed and duly executed Notice of Exercise (the “Notice of Exercise”)
in the form attached hereto as Exhibit C, and (b) a
legal opinion as to the free transferability of the Shares from counsel dated
within 90 days from the date of conversion, to either the Holder or the Maker;
provided, however, that in the event
the legal opinion is not provided as described above, you will issue the
Conversion Shares subject to the a restrictive legend.

    


    4.           In
the case of a request for shares of Common Stock pursuant to Paragraphs 1, 2 or
3 above, you shall, within three (3) Trading Days (as defined below) thereafter,
(a) issue and deliver to the Holder, via a common carrier for overnight
delivery, to the address as specified in the Notice of Conversion, the Default
Notice or the Notice of Exercise, as the case may be, a certificate or
certificates, registered in the name of the Holder or its designees, for such
number of shares of Common Stock as may be requested by the Holder to be
transferred as set forth in the Notice of Conversion,  Default Notice
or Notice of Exercise, as applicable, up to the number of shares evidenced by
the Certificates, or (b) provided that you are participating in the Depository
Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such
aggregate number of shares of the Common Stock to the Holder’s or its designees’
balance account with DTC through the Deposit Withdrawal at Custodian (“DWAC”) system,
provided the Holder causes its bank or broker to initiate the DWAC
transaction.  For purposes hereof, “Trading Day” shall
mean any day on which the New York Stock Exchange is open for customary
trading.  The Maker and Holder understand that Island Stock Transfer
shall not be required to perform any issuances or transfers or shares if (a) the
Maker or Holder violate, or be in violation of, any terms of the Transfer Agent
Agreement, (b) such an issuance or transfer of shares be in violation of any
state or federal securities laws or regulations, or (c) the issuances or
transfer of shares be prohibited or stopped as required or directed by a court
order.

    



    
      
         


      

      
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    5.           You
understand that a delay in the delivery of certificates or the crediting of
shares of Common Stock hereunder, as the case may be, could result in economic
loss to the Holder and that time is of the essence in your processing of a
Notice of Conversion, Default Notice or Notice of Exercise.

    


    6.           By
executing this letter in the space set forth at the bottom hereof you agree on
behalf of Island Stock Transfer that, to the extent the applicable shares of
Common Stock being issued will be certificated:

    


    
      	
               
      

            	
              (a)

            	
              the
      certificates representing the Conversion Shares to be issued pursuant to
      Paragraph 1 above, if the date on which the Notice of Conversion is
      submitted to you is (i) more than twelve (12) months following the date of
      issuance of the applicable Note, or (ii) more than six (6) months
      following the date of issuance of the applicable Note and the Maker is
      subject to the reporting requirements of Section 13 or 15(d) of the
      Securities Exchange Act of 1934, as amended,
and

            


    

    
      	
               
      

            	
              (b)

            	
              in
      all cases the certificates representing the Pledged Shares to be issued
      pursuant to Paragraph 2 above, and

            


    

    
      	
               
      

            	
              (c)

            	
              the
      certificates representing the Warrant Shares to be issued pursuant to
      Paragraph 3 above, if the date on which the Notice of Exercise is
      submitted to you is (i) more than twelve (12) months following the date of
      issuance of the applicable Warrant, or (ii) more than six (6) months
      following the date of issuance of the applicable Warrant and the Maker is
      subject to the reporting requirements of Section 13 or 15(d) of the
      Securities Exchange Act of 1934, as
amended,

            


    

    


    (i) shall
be in the name of the Holder; (ii) shall not bear any legend restricting
transfer and should not be subject to any stop-transfer restrictions, and shall
otherwise be freely transferable on the books and records of the Maker, pursuant
to the opinion of counsel to the Maker or the opinion of counsel to the Holder;
(iii) you will accept such opinion of counsel provided that it opines that the
certificates may be issued without restrictive legend in accordance with the
applicable securities laws of the United States; and (iv) the Maker and Holder
understands that Island Stock Transfer shall not be required to perform any
issuances or transfers or shares if (a) the Maker or Holder violate, or be in
violation of, any terms of the Transfer Agent Agreement, (b) such an issuance or
transfer of shares be in violation of any state or federal securities laws or
regulations, or (c) the issuances or transfer of shares be prohibited or stopped
as required or directed by a court order.

    


    7.             You
shall rely exclusively on the Notice of Conversion, Default Notice or Notice of
Exercise, as applicable, and shall have no liability for relying on such
instructions.  Any Notice of Conversion, Default Notice or Notice of
Exercise delivered hereunder shall constitute an irrevocable instruction to you
to process such notice or notices in accordance with the terms
thereof.  Such notice or notices may be transmitted to you by fax or
any commercially reasonable method.

    



    
      
         


      

      
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    8.       
    The Undersigned hereby confirm to you and to the Holder
that no instruction other than as contemplated herein will be given to you by
the Undersigned with respect to the matters referenced herein.  The
Undersigned hereby authorize you, and you shall be obligated, to disregard any
contrary instruction received by or on behalf of the Undersigned or any other
person purporting to represent the Maker or Pledgor.

    


    9.        
   The Undersigned hereby agree to notify the Holder in the event
of any replacement of Island Stock Transfer as the Maker’s transfer agent and
that no such replacement shall be effective without the agreement of such
successor transfer agent to be bound by the provisions of this
letter.

    


    10.           The
Undersigned acknowledge that the Holder is relying on the representations and
covenants made by the Undersigned in this irrevocable letter of instructions and
that the representations and covenants contained in this letter constitute a
material inducement to the Holder to make the any loans evidenced by the
Notes.  The Undersigned further acknowledge that without such
representations and covenants of the Undersigned made in this letter, the Holder
would not have made any of the loans to the Maker evidenced by the
Notes.

    


    11.           The
parties hereto specifically acknowledge and agree that in the event of a breach
or threatened breach by a party hereto of any provision hereof, the Holder will
be irreparably damaged, and that damages at law would be an inadequate remedy if
this irrevocable letter of instructions were not specifically
enforced.  Therefore, in the event of a breach or threatened breach by
a party hereto, the Holder shall be entitled, in addition to all other rights or
remedies, to an injunction restraining such breach, without being required to
show any actual damage or to post any bond or other security, and/or to a decree
for a specific performance of the provisions of this letter.

    


    12.           By
signing below, each individual executing this letter on behalf of an entity
represents and warrants that he or she has authority to so execute this letter
on behalf of such entity and thereby bind such entity to the terms and
conditions hereof.

     

    
      
         


      

      
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    13.           The
Maker and Holder agree to indemnify you and your officers, directors,
principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense
(including the reasonable fees and disbursements of its attorneys) incurred by
or asserted against you or any of them arising out of or in connection
the  instructions set forth herein, the performance of your duties
hereunder and otherwise in respect hereof, including the costs and expenses of
defending yourself or themselves against any claim or liability hereunder,
except that the Company or the Holder shall not be liable hereunder as to
matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company or the
Holder in respect to any action taken or any failure to act in respect of this
if such action was taken or omitted to be taken in good faith, and you shall be
entitled to rely in this regard on the advice of counsel.

    


    


    [SIGNATURE
PAGE FOLLOWS]

     

     


    
      
         


      

      
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                Very
      truly yours,

              	 
	 	 	 
	 	HELIX
      WIND, CORP	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Scott
      Weinbrandt 	 
	 	 	Name:
      Scott Weinbrandt	 
	 	 	
                Title:
      Chief Executive Officer

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                /s/ Kenneth O. Morgan

              	 
	 	 	
                Kenneth
      O. Morgan, an individual

              	 


      



    ACKNOWLEDGED
AND AGREED:

     

    


    
      
        	ISLAND STOCK TRANSFER, a division of
      

                
                  ISLAND
      CAPITAL MANAGEMENT, LLC

                

              	 
	 	 	 
	
                By:
      

              	/s/ David
      Lopez	 
	 	Name: 
      David Lopez 	 
	 	
                Title:   
      CCO

              	 
	 	 	 


      

    

    


     

    


    Attachments:

    


    Exhibit A
– Form of Notice of Conversion

    Exhibit B
- Form of Default Notice

    Exhibit C
– Form of Notice of Exercise