Islands
Facsimile:
345-949-8080
with a copy to:
John E. Tucker, Esq.
825 Third Avenue 14th Floor
New York, NY 10022
Facsimile:
212-541-4434
or at such other address as the Company or the Purchaser may designate by
written notice to the other parties hereto given in accordance herewith.
11.9
ATTORNEYS' FEES.
IN THE EVENT THAT ANY SUIT OR
ACTION IS INSTITUTED TO ENFORCE ANY PROVISION IN THIS AGREEMENT OR ANY RELATED
AGREEMENT, THE PREVAILING PARTY IN SUCH DISPUTE SHALL BE ENTITLED TO RECOVER
FROM THE LOSING PARTY ALL FEES, COSTS AND EXPENSES OF ENFORCING ANY RIGHT OF
SUCH PREVAILING PARTY UNDER OR WITH RESPECT TO THIS AGREEMENT AND/OR SUCH
RELATED
27
AGREEMENT, INCLUDING, WITHOUT LIMITATION, SUCH REASONABLE FEES AND EXPENSES OF
ATTORNEYS AND ACCOUNTANTS, WHICH SHALL INCLUDE, WITHOUT LIMITATION, ALL FEES,
COSTS AND EXPENSES OF APPEALS.
11.10
TITLES AND SUBTITLES.
THE TITLES OF THE SECTIONS AND
SUBSECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
TO BE CONSIDERED IN CONSTRUING THIS AGREEMENT.
11.11
FACSIMILE SIGNATURES; COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED BY FACSIMILE SIGNATURES AND IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE
AGREEMENT.
11.12
BROKER'S FEES.
EXCEPT AS SET FORTH ON SCHEDULE 11.12
HEREOF, EACH PARTY HERETO REPRESENTS AND WARRANTS THAT NO AGENT, BROKER,
INVESTMENT BANKER, PERSON OR FIRM ACTING ON BEHALF OF OR UNDER THE AUTHORITY OF
SUCH PARTY HERETO IS OR WILL BE ENTITLED TO ANY BROKER'S OR FINDER'S FEE OR ANY
OTHER COMMISSION DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREIN.
EACH PARTY HERETO FURTHER AGREES TO INDEMNIFY EACH OTHER
PARTY FOR ANY CLAIMS, LOSSES OR EXPENSES INCURRED BY SUCH OTHER PARTY AS A
RESULT OF THE REPRESENTATION IN THIS SECTION 11.13 BEING UNTRUE.
11.13
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS LEGAL
COUNSEL PARTICIPATED IN THE PREPARATION OF THIS AGREEMENT AND THE RELATED
AGREEMENTS AND, THEREFORE, STIPULATES THAT THE RULE OF CONSTRUCTION THAT
AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE APPLIED
IN THE INTERPRETATION OF THIS AGREEMENT OR ANY RELATED AGREEMENT TO FAVOR ANY
PARTY AGAINST THE OTHER.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
28
IN WITNESS WHEREOF, the parties hereto have executed the SECURITIES PURCHASE
AGREEMENT as of the date set forth in the first paragraph hereof.
COMPANY:
PURCHASER:
IWT TESORO CORPORATION
LAURUS MASTER FUND, LTD.
By:
By:
Name:
Name:
Title:
Title:
29
EXHIBIT A
FORM OF CONVERTIBLE NOTE
A-1
EXHIBIT B
FORM OF WARRANT
B-1
EXHIBIT C
FORM OF OPINION
The form of opinion will be in substantially the same form as the Borrower's
Counsel opinion provided by Rader and Coleman P.L. on August 25, 2005, as
follows:
Based upon the foregoing and and subject to other qualifications, limitations
and assumptions set forth herein, we are of the opinion that:
1.
TESORO HAS BEEN FORMED AS A CORPORATION UNDER THE LAWS OF
NEVADA AND ITS STATUS IS ACTIVE.
2.
IWT HAS BEEN FORMED AS