SECURITY AGREEMENTSecurity Agreement • August 26th, 2005 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This Security Agreement is made as of August 25, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), IWT TESORO CORPORATION, a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractWarrant Agreement • August 26th, 2005 • Iwt Tesoro Corp • Wholesale-durable goods • New York
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 EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IWT TESORO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • August 26th, 2005 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This SECURITY AGREEMENT is made as of this 25th day of August, 2005 by and among LAURUS MASTER FUND, LTD. (the “Lender” or “Secured Party”) and IWT TESORO TRANSPORT, INC., a Florida corporation, THE TILE CLUB, INC., a Delaware corporation, IMPORT FLOORING GROUP, INC., a Delaware corporation and IWT TESORO INTERNATIONAL LTD., a Bermuda corporation (collectively, the “Debtor”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • August 26th, 2005 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This Agreement is dated as of the 25th day of August, 2005 among each of the parties listed on Schedule A hereto (each a “Company”, and collectively the “Companies”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • August 26th, 2005 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This CONTINUING GUARANTY AGREEMENT (the “Guaranty”) is made as of this 25th day of August, 2005 by IWT TESORO INTERNATIONAL LTD., a Bermuda corporation, IWT TESORO TRANSPORT, INC., a Florida corporation, THE TILE CLUB, INC., a Delaware corporation, and IMPORT FLOORING GROUP, INC., a Delaware corporation (collectively, “Guarantor”) in favor and for the benefit of LAURUS MASTER FUND, LTD. (“Lender”).
ContractConvertible Note • August 26th, 2005 • Iwt Tesoro Corp • Wholesale-durable goods • New York
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 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 IWT TESORO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
