ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated March 25, 2010 (this “Agreement”) between CASCADE
WIND CORP., INC., a Nevada corporation (the “Purchaser”), and CORE FUND, L.P., a limited partnership
(“Core”), DAVID BAKER and BILL CORBETT (collectively, the “Seller”). Purchaser and Seller are
sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Purchaser desires to purchase from the Seller and the Seller desires to sell to the Purchaser all
of Seller’s rights, title and interest in and to the Assets (as hereinafter defined), all upon the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, warranties and covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1.1 CERTAIN DEFINITIONS.
(a) The following terms, when used in this Agreement, shall have the respective meanings ascribed to
“ACTION” means any claim, action, suit, inquiry, hearing, investigation or other proceeding.
“AFFILIATE” means, with respect to a Person, any other Person that, directly or indirectly, through one
or more intermediaries, Controls, is controlled by or is under common Control with, such Person. For purposes
of this definition, “CONTROL” (including, with correlative meanings, the terms “Controlled by” and “under
common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of a Person, whether through the ownership of stock, as trustee or executor, by
Contract or credit arrangement or otherwise.
“AGREEMENT” has the meaning set forth in the preamble hereto.
“ANCILLARY AGREEMENTS” means the Bill of Sale and the IP Assignment.
“ASSETS” has the meaning set forth in Section 2.1.
“BILL OF SALE” has the mean