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
WITNESSETH:Termination Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
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
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
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
EXHIBIT 10.14 SUBSIDIARY GUARANTYSubsidiary Guaranty • July 7th, 2005 • 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
EXHIBIT 10.2 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...Secured Convertible Term Note • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management
RELEASE -------Release • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
TERMSSubordination Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.11 BONDING SUPPORT LETTER June 30, 2005 Windswept Environmental Group, Inc. Trade-Winds Environmental Restoration Inc. 100 Sweenydale Avenue Bay Shore, New York 11706 Laurus Master Fund, Ltd. c/o Laurus Capital Management, LLC 825 Third...Bonding Support Letter • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management
The undersigned, Michael O'Reilly, hereby agrees to provide a personal guaranty in favor of a bonding underwriter utilized by Windswept Environmental Group, Inc. (the "Company"), Trade-Winds Environmental Restoration Inc., a wholly owned subsidiary of the Company ("Trade-Winds"), or their affiliates in a form reasonably acceptable to such bonding underwriter in order to facilitate the procurement by the Company, Trade-Winds or any of their affiliates from it of guarantee, surety and performance bonding support, as described in Section 3.3 of the Securities Purchase Agreement, dated June 30, 2005, by and between Laurus Master Fund, Ltd. ("Laurus") and Windswept Environmental Group, Inc. (the "Company"). I further hereby agree to provide such personal guaranty for so long as the Secured Convertible Note, dated June 30, 2005, issued by the Company in favor of Laurus remains outstanding.
EXHIBIT 10.9 FOREBEARANCE AND DEFERRAL AGREEMENT THIS FOREBEARANCE AND DEFERRAL AGREEMENT (this "Agreement"), dated as of June 30, 2005, is made by and among Windswept Environmental Group, Inc., a Delaware corporation ("WEGI"), Michael O'Reilly, an...Forebearance and Deferral Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • Delaware
EXHIBIT 10.27 ACCOUNT RECEIVABLE SALE AGREEMENT THIS SALE OF ACCOUNT RECEIVABLE AGREEMENT (this "Agreement"), dated as of June 30, 2005, is made by and among Windswept Environmental Group, Inc., a Delaware corporation ("WEGI") and Trade- Winds...Account Receivable Sale Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
EXHIBIT 10.19 AMENDMENT NO. 1 TO ACCOUNT RECEIVABLE FINANCE AGREEMENT This AMENDMENT TO THE ACCOUNT RECEIVABLE FINANCE AGREEMENT (the "Agreement"), dated as of June 30, 2005, amends the Account Receivable Finance Agreement dated February 5, 2004 (the...Account Receivable Finance Agreement • July 7th, 2005 • Windswept Environmental Group Inc • Hazardous waste management • New York
