Northern Wind Energy Corp. Sample Contracts

ICARUS WIND ENERGY, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • January 7th, 2014 • Northern Wind Energy Corp. • Heating equipment, except electric & warm air furnaces • Nevada

This Director and Officer Indemnification Agreement, dated as of October __, 2013 (this “Agreement”), is made by and between Icarus Wind Energy, Inc., a Nevada corporation (the “Company”), and _________ (the “Indemnitee”).

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ICARUS WIND ENERGY, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 16th, 2012 • Icarus Wind Energy, Inc.
MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT
Management Equity Subscription Agreement • August 16th, 2012 • Icarus Wind Energy, Inc. • New York

THIS MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 20, 2012, by and between Icarus Wind Energy, Inc., a Nevada corporation (the “Company”), and the individual named on the signature page hereto (“Executive”).

SUBSCRIPTION AGREEMENT ICARUS WIND ENERGY, INC.
Subscription Agreement • August 16th, 2012 • Icarus Wind Energy, Inc. • Nevada

ICARUS WIND ENERGY, INC., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:

ADDENDUM TO DEBT FORGIVENESS AGREEMENT
Addendum to Debt Forgiveness Agreement • January 7th, 2014 • Northern Wind Energy Corp. • Heating equipment, except electric & warm air furnaces • New York

This Addendum to Debt Forgiveness Agreement ("Agreement"), is entered into effective December 31, 2012, by and among Spiral Energy Tech., Inc. (formerly Solid Solar, Inc.) (the "Company"), Clear Skies Solar, Inc. (“Clear Skies”) and Clear Skies’ wholly owned subsidiary Clear Skies Financial Corp. (“FC” and, together with Clear Skies, the “Seller”), in reference to the following:

AGREEMENT OF SALE
Agreement of Sale • January 7th, 2014 • Northern Wind Energy Corp. • Heating equipment, except electric & warm air furnaces • New York

This Agreement of Sale (the “Agreement”) is entered into by and among Clear Skies Solar, Inc. (“CSS”) and CSS’s wholly owned subsidiary Clear Skies Financial Corp. (“FC” and, together with CSS, the “Seller”) and Icarus Wind Energy, Inc. (the “Buyer”).

First Amendment to June 4, 2012 Restricted Stock Agreement
2012 Restricted Stock Agreement • January 7th, 2014 • Northern Wind Energy Corp. • Heating equipment, except electric & warm air furnaces

This FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT (this “Amendment”), is made as of June 1, 2013, by and between Icarus Wind Energy., Inc. (the “Company”) and Mohit Bhansali (the “Grantee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement (defined below).

DEBT FORGIVENESS AGREEMENT
Debt Forgiveness Agreement • January 7th, 2014 • Northern Wind Energy Corp. • Heating equipment, except electric & warm air furnaces • New York

This Debt Forgiveness Agreement ("Agreement"), entered into effective December 31, 2012, by and among Icarus Wind Energy, Inc. (the "Company"), Clear Skies Solar, Inc. (“Clear Skies”) and Clear Skies’ wholly owned subsidiary Clear Skies Financial Corp. (“FC” and, together with Clear Skies, the “Seller”), in reference to the following:

First Amendment to July 20, 2012 Restricted Stock Agreement
2012 Restricted Stock Agreement • January 7th, 2014 • Northern Wind Energy Corp. • Heating equipment, except electric & warm air furnaces

This FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT (this “Amendment”), is made as of June 1, 2013, by and between Icarus Wind Energy, Inc. (the “Company”) and Mohit Bhansali (the “Grantee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement (defined below).

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