AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of February 10, 2006, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “February Securities Purchase Agreement”), and pursuant to the Interest Shares and the Note and the Warrants referred to therein; and (ii) the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “May Securities Purchase Agreement”), and pursuant to the Warrants referred to therein .
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and IWT TESORO CORPORATION Dated: May 3, 2006Securities Purchase Agreement • May 9th, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2006, by and between IWT TESORO CORPORATION, a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
ContractWarrant Agreement • May 9th, 2006 • 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.
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • May 9th, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
ContractSecured Term Note • May 9th, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • 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 IWT TESORO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDED AND RESTATED SENIOR SUBORDINATION AGREEMENTSenior Subordination Agreement • May 9th, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • Connecticut
This SECOND AMENDED AND RESTATED SENIOR SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 3, 2006 between Laurus Master Fund, Ltd., a Cayman Islands company (the “Junior Creditor”) and Bank of America, N.A., formerly known as Fleet Capital Corporation (the “Senior Lender”).
