ContractItronics Inc • April 4th, 2008 • Agricultural chemicals • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 28, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2008 • Itronics Inc • Agricultural chemicals • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 28, 2008, by and among Itronics Inc., a Texas corporation with its headquarters located at 6490 South McCarran Boulevard, Building C, Suite 23, Reno, NV 89509 (the "Company"), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the "Initial Investors").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2008 • Itronics Inc • Agricultural chemicals • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 28, 2008, by and among Itronics Inc., a Texas corporation, with headquarters located at 6490 S. McCarran Blvd., Building C-23, Reno, NV 89510 (the "Company"), and each of the purchasers set forth on the signature pages hereto (the "Buyers").
SECURITY AGREEMENTSecurity Agreement • April 4th, 2008 • Itronics Inc • Agricultural chemicals • New York
SECURITY AGREEMENT (this "Agreement"), dated as of March 28, 2008, by and among Itronics Inc., a Texas corporation ("Parent"), Whitney & Whitney, Inc., a Nevada corporation; Itronics Metallurgical, Inc., a Nevada corporation; Itronics California, Inc., a Nevada corporation; American Hydromet, a Nevada joint venture; Nevada Hydrometallurgical Project, a Nevada partnership; American Gold & Silver Ltd., a Nevada limited partnership; Itronics Gold’n Minerals, Inc., a Nevada corporation (collectively the "Subsidiary")(hereinafter the Parent and the Subsidiary shall collectively be referred to as the "Company") and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 4th, 2008 • Itronics Inc • Agricultural chemicals • New York
THIS SUBSIDIARY GUARANTY (this "Subsidiary Guaranty"), dated as of March 28, 2008, among Itronics Inc., a Texas corporation (the "Company"), Whitney & Whitney, Inc., a Nevada corporation; Itronics Metallurgical, Inc., a Nevada corporation; Itronics California, Inc., a Nevada corporation; American Hydromet, a Nevada joint venture; Nevada Hydrometallurgical Project, a Nevada partnership; American Gold & Silver Ltd., a Nevada limited partnership; Itronics Gold’n Minerals, Inc., a Nevada corporation (individually a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a "Secured Party" and collectively, the "Secured Parties").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 4th, 2008 • Itronics Inc • Agricultural chemicals • New York
Intellectual Property Security Agreement (this "Agreement"), dated as of March 28, 2008, by and among Itronics Inc., a Texas corporation ("Parent"), Whitney & Whitney, Inc., a Nevada corporation; Itronics Metallurgical, Inc., a Nevada corporation; Itronics California, Inc., a Nevada corporation; American Hydromet, a Nevada joint venture; Nevada Hydrometallurgical Project, a Nevada partnership; American Gold & Silver Ltd., a Nevada limited partnership; Itronics Gold’n Minerals, Inc., a Nevada corporation (collectively the "Subsidiary")(hereinafter the Parent and the Subsidiary shall collectively be referred to as the "Company") and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
