FORM OF SELECTED DEALER'S AGREEMENT IWT TESORO CORPORATION (a Nevada Corporation) 250,000 Units SELECTED DEALER'S AGREEMENTSelected Dealer's Agreement • April 11th, 2003 • Iwt Tesoro Corp • Wholesale-durable goods
IWT TESORO CORPORATION, a Nevada corporation (the "Company"), invites your participation as a Selected Dealer ("Selected Dealer") in an offering of up to 250,000 Units (the "Units"). Each Unit consists of one share of Company Common Stock and a warrant to purchase one share at $7.00 per share. The Company is offering the Units pursuant to a registration statement (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act") with the Securities and Exchange Commission. This invitation is made by the Company only if the Units may be lawfully offered by dealers in your state. The terms and conditions of this invitation are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • April 11th, 2003 • Iwt Tesoro Corp • Wholesale-durable goods • Nevada
This INDEMNITY AGREEMENT made and entered into as of this 23rd day of January, 2003 between IWT Tesoro Corporation, a Nevada corporation (IWT Tesoro Corporation and each of its subsidiaries and affiliates are individually and collectively referred to as the "Company") and [ ] (the "Indemnified Party");
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 11th, 2003 • Iwt Tesoro Corp • Wholesale-durable goods
The undersigned, a security holder of IWT Tesoro Corporation, a Nevada corporation (the "Company"), understands that the Company is filing a Registration Statement with the Securities and Exchange Commission on Form SB-2 to offer (the "Public Offering") for purchase and sale 250,000 units, each unit consisting of one share of Company common stock, par value $.001 (the "Common Stock") and a warrant to purchase one share at $7.00 per share of Company Stock. Additionally, the Company also intends to register 1,104,168 shares of Common Stock pursuant to a Selling Stockholders Prospectus (the "Selling Stockholder Prospectus") to be filed on behalf of certain selling stockholders ("Selling Stockholders"). In order for the undersigned's shares of Common Stock to be included in the Selling Stockholder Prospectus and in recognition of the benefit that the Public Offering and the Stockholder Prospectus will confer upon the undersigned as a Company stockholder, and for other good and valuable con
