EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD.Securities Purchase Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.11 WINDSWEPT ENVIRONMENTAL GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT Windswept Environmental Group, Inc., a Delaware corporation (the "Company"), pursuant to its 2001 Equity Incentive Plan (the "Plan"), has granted to ANTHONY TOWELL...Non-Qualified Stock Option Agreement • October 3rd, 2005 • Windswept Environmental Group Inc • Hazardous waste management
2. LESSEE'S OPTION TO EXTEND LEASE -------------------------------Lease Agreement • October 3rd, 2005 • Windswept Environmental Group Inc • Hazardous waste management • Louisiana
WITNESSETH:Termination Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
Exhibit 10.01Lease • September 8th, 2005 • Windswept Environmental Group Inc • Hazardous waste management
Lessee agrees to pay a deposit of $2,000.00 dollars. Lessee agrees to pay $2,000.00 dollars per month for rent. Lessor and Lessee agree that this is a one year lease. Lessee agrees that the grass will not be used as a parking area. Lessee agrees to keep the grounds mowed and trimmed. Lessee agrees to change filters in A/C unit(s) monthly. Lessee agrees to notify Lessor of any repairs or leaks, immediately. Lessee agrees that the building will not be remodeled and to leave cabinets presently hanging on the wall. Lessor agrees that the cabinets currently in the kitchen may be moved to another room, but not removed from the building. Lessor agrees and will allow the cabinets to be hung only on interior walls. Lessor agrees to pay for all major repairs. Lessee agrees to pay for all minor repairs. Lessor agrees to give Lessee one month to vacate, should a buyer become available. Lessee has first option to purchase.
WITNESSETH:Employment Agreement • November 12th, 1999 • Windswept Environmental Group Inc • Hazardous waste management • New York
INDIVIDUAL GUARANTY GUARANTY, dated as of June 1, 1998, by Michael O'Reilly 35 Tuthill Point Road, East Moriches, N.Y. 11940 ("Guarantor") in favor of Business Alliance Capital Corp. ("BACC"), 300 Alexander Park, Princeton, New Jersey 08543. WHEREAS,...Guaranty • August 13th, 1998 • Windswept Environmental Group Inc • Hazardous waste management • New Jersey
RECITALS --------Security Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 30, 2005, by and between Windswept Environmental Group, Inc., a Delaware corporation (the "Company"), and Laurus...Registration Rights Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
SECTION IEmployment Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT This Amendment to Revolving Credit Agreement (this "Amendment") is made as of this 6th day of February, 1998 by and between: WINDSWEPT ENVIRONMENTAL GROUP, INC., a corporation organized under the laws of...Revolving Credit Agreement • March 16th, 1998 • Windswept Environmental Group Inc • Hazardous waste management • New York
LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into as of June 1, 1998 between BUSINESS ALLIANCE CAPITAL CORP., a Delaware corporation (BACC), with its chief executive office located at 300 Alexander Park, Princeton, New...Loan and Security Agreement • August 13th, 1998 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.13 STOCK PLEDGE AGREEMENT ---------------------- This Stock Pledge Agreement (this "Agreement"), dated as of June 30, 2005, among Laurus Master Fund, Ltd. (the "Pledgee"), Windswept Environmental Group, Inc., a Delaware corporation (the...Stock Pledge Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • February 13th, 2002 • Windswept Environmental Group Inc • Hazardous waste management
This Note and the shares of common stock purchasable upon exercise of the conversion rights contained in this Note (collectively, the "Securities") have not been registered under the Securities Act of 1933 (the "Act"). The Securities may not be sold,...Convertible Note • October 3rd, 1997 • Windswept Environmental Group Inc • Hazardous waste management • New York
as of February 1, 1999 Windswept Environmental Group, Inc. Trade-Winds Environmental Restoration, Inc. North Atlantic Laboratories, Inc. New York Testing Laboratories, Inc. 100 Sweeneydale Avenue Bay Shore, New York 11706 Re: Loan and Security...Loan and Security Agreement • March 15th, 1999 • Windswept Environmental Group Inc • Hazardous waste management
EXHIBIT 10.10 TRANSITION SERVICES AGREEMENT THIS AGREEMENT, dated as of June 30, 2005 between Spotless Plastics (USA) Inc., a Delaware corporation ("Spotless") and wholly owned subsidiary of Spotless Group Limited with an office at 150 Motor Parkway,...Transition Services Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
SUBSCRIPTION AGREEMENT Dated October 29, 1999 by and betweenSubscription Agreement • November 12th, 1999 • Windswept Environmental Group Inc • Hazardous waste management • New York
SECURITY AGREEMENT SECURITY AGREEMENT made this 4th day of November, 2000, by and between Windswept Environmental Group, Inc., a Delaware corporation ("Debtor"), with its principal place of business located at 100 Sweeneydale Avenue, Bay Shore, New...Security Agreement • December 15th, 2000 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.14 SUBSIDIARY GUARANTYSubsidiary Guaranty • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management
DEMAND NOTEDemand Note • August 14th, 2000 • Windswept Environmental Group Inc • Hazardous waste management
EXHIBIT 10.5 WINDSWEPT ENVIRONMENTAL GROUP, INC.AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman...Master Security Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.24 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 30th the day of June 2005 among WINDSWEPT ENVIRONMENTAL GROUP, INC., a Delaware corporation (the "COMPANY"), Laurus Master Fund, Ltd. (the "PURCHASER"), and Loeb...Funds Escrow Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
EQUIPMENT LEASE AGREEMENT, dated the 16th day of December, 1998, by and between MICHAEL O'REILLY, residing at 35 Tuthill Point Road, East Moriches, New York 1194, hereinafter referred to as "Lessor", and TRADE-WINDS ENVIRONMENTAL RESTORATION, INC., a...Equipment Lease Agreement • March 15th, 1999 • Windswept Environmental Group Inc • Hazardous waste management • New York
RecitalsSecurity Agreement • November 12th, 1999 • Windswept Environmental Group Inc • Hazardous waste management
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Secured Convertible Term Note • October 5th, 2006 • Windswept Environmental Group Inc • Hazardous waste management • New York
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of November 1, 1996 by and between COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC., a business corporation organized and existing under the laws of the State of...Employment Agreement • October 3rd, 1997 • Windswept Environmental Group Inc • Hazardous waste management • New York
LINE OF CREDIT NOTELine of Credit Note • December 15th, 2000 • Windswept Environmental Group Inc • Hazardous waste management
Exhibit 4.1 WINDSWEPT ENVIRONMENTAL GROUP, INC. 1997 INCENTIVE PLAN ARTICLE I. DEFINITIONS 1.01 Administrator means the Board and any delegate of the Board that is appointed in accordance with Article III. 1.02 Agreement means a written agreement...Incentive Plan • December 24th, 1997 • Windswept Environmental Group Inc • Hazardous waste management
AMENDMENT AND FEE WAIVER AGREEMENT ---------------------------------- This Amendment and Fee Waiver Agreement dated as of August 25, 2006 (the "Amendment and Fee Waiver Agreement") is entered into by and between Windswept Environmental Group, Inc., a...Amendment and Fee Waiver Agreement • August 30th, 2006 • Windswept Environmental Group Inc • Hazardous waste management • New York
RELEASE -------Release • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- Amendment No. 1 to Employment Agreement (the "Amendment"), effective as of March 13, 2006, by and between Windswept Environmental Group, Inc. (the "Company")...Employment Agreement • April 17th, 2006 • Windswept Environmental Group Inc • Hazardous waste management
Prestige Capital Corporation -------------------------------------------------- ------------------------------ 2 EXECUTIVE DRIVE FORT LEE, NEW JERSEY 07024 (201) 944-4455 Purchase and Sale Agreement 1. ASSIGNMENT. PRESTIGE CAPITAL CORPORATION...Purchase and Sale Agreement • March 16th, 1998 • Windswept Environmental Group Inc • Hazardous waste management • New Jersey
ContractSecured Term Note • October 15th, 2007 • Windswept Environmental Group Inc • Hazardous waste management • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO WINDSWEPT ENVIRONMENTAL GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
