Filed by sedaredgar.com - Americas Wind Energy Corporation - Exhibit 10.2






ASSIGNMENT AGREEMENT

     This Assignment Agreement (this
“Assignment”) is made as of the 5th day of March, 2009 (the “Effective Date”) by
and between Americas Wind Energy, Inc., an Ontario registered company (“AWE”),
and EWT-Americas Inc., a Delaware corporation (“EWT”). 

     WHEREAS, AWE and GE Power
Technology LLC (a/k/a GE Power Technology International LLC) (“GE”) entered into
a License Agreement dated May 11, 2005, as attached hereto as Annex 1,
(the “License”); and

     WHEREAS, AWE wishes to assign to
EWT all of its rights, title and interest in the License and EWT has agreed to
assume the obligations of AWE under the License, subject to the terms set forth
in this Assignment.

     NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     1. Assignment of the
License. Effective as of the date upon which all parties hereto shall have
executed and delivered this Agreement (the “Effective Date”), AWE hereby grants,
assigns and conveys to EWT all rights, interests, and benefits of AWE to the
License and EWT hereby assumes and agrees to assume, observe and perform all of
the obligations and liabilities of AWE with respect to the License arising after
the Effective Date. Notwithstanding the foregoing, AWE agrees and acknowledges
that EWT is not assuming any obligation under the License with respect to
projects not specifically assumed by EWT in writing; provided however, EWT will
pay any and all sums when due to GE arising out of AWE’s activities prior to the
Effective Date as set out on Annex 2 attached hereto and included in
Exhibit D to the Sublicense Agreement (as hereinafter defined) as further sums
owing by AWE to EWT.

     2. Indemnification. AWE
shall indemnify and hold EWT, its officers, directors, employees, shareholders
and agents, harmless from any and all claims, damages, expenses, and liabilities
of whatever nature, including reasonable attorneys’ fees arising out of any (a)
act, omission, or default by AWE under the License or as a party to the License,
arising any time up to and including the Effective Date; and (b) any breach or
misrepresentation of any representations, warranties or covenants contained in
this Assignment. This indemnification is entitled to any set off rights EWT may
have against AWE under that certain Sublicense Agreement dated the date hereof
by and among AWE, Americas Wind Energy Corporation, EWT and Emergya Wind
Technologies B.V. (the “Sublicense Agreement”).

     3. GE Consent. In
accordance with the terms of the License, attached hereto as Annex 3 is
the consent of GE to the assignment of the License.

     4. Representations and
Agreements of AWE. AWE hereby represents, warrants, covenants and agrees as
follows:

     (a) The
License is in full force and effect and has not been modified or amended, 




 

AWE has not assigned its interests in
the License, and the License represents the entire agreement between AWE and GE;
and

     (b) All
obligations to be observed or performed by AWE under the License have been duly
observed or performed by AWE up to and including the Effective Date; and

     (c) AWE
has no knowledge of any existing default under the License and no event has
occurred to the knowledge of AWE that, with or without the giving of notice or
with the passage of time, or both, would constitute a default under the License;
and 

     (d) No party
has repudiated any provision of the License Agreement; and

     (e) No party
has a lien or security interest against the License Agreement.

     5. Entire Agreement. This
Assignment and the Sublicense Agreement constitute the entire agreement between
the parties hereto pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements, understandings, negotiations, and
discussions, whether written or oral, of the parties, and there are no
representations, warranties, or other agreements between the parties in
connection with the subject matter hereof other than this Assignment and the
Sublicense Agreement.

     6. Miscellaneous. The
section headings are for convenience of reference only and will not limit or
control the meaning of any provision of this Assignment. No delay or omission on
the part of any party hereto in exercising any right hereunder will operate as a
waiver of such right or any other right under this Assignment. This Assignment
may be executed in one or more counterparts, all of which shall be considered
one and the same Assignment, and shall become effective when one or more
counterparts have been signed by each of the parties and delivered personally or
by electronically to the other parties. Any provision of this Assignment may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the parties hereto, or in the case of a
waiver, by the party against whom the waiver is to be effective. This Assignment
shall be governed by the laws of the State of Delaware without regard to its
conflict of laws rules.

{Signatures follow on next page.}




 

     IN WITNESS WHEREOF, the parties
have caused this Assignment to be executed by their duly authorized officers as
of the date first above written.

	 	Americas Wind Energy, Inc. 
	 	  	 
	 	By: 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title: 	 
	 	  	 
	 	EWT-Americas Inc. 
	 	  	 
	 	By: 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title: