AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 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 Warrants referred to therein; (ii) the Security Agreement, dated as of August 24, 2005, as amended and restated as of July 21, 2006, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Restated August Security Agreement”), and pursuant to the Note and the Warrants referred to therein; and (ii) the Securities Purchase Agreement, dated as of May 3, 2006, 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 .The Company and the Purchaser hereby agree as follows:
AMENDED AND RESTATED SECURITY AGREEMENT LAURUS MASTER FUND, LTD. IWT TESORO CORPORATION and INTERNATIONAL WHOLESALE TILE INC. Dated: July 21, 2006Security Agreement • August 21st, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This Amended and Restated Security Agreement is made as of July 21, 2006 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”).
ContractSecured Revolving Note • August 21st, 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.
