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Exhibit 10.10
SUBSIDIARY GUARANTY
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 ").
W I T N E S S E T H :
WHEREAS, pursuant to a Securities Purchase
Agreement, dated the date hereof, between Company and the Secured
Parties (the " Purchase Agreement "), Company has agreed to
issue to the Secured Parties and the Secured Parties have agreed to
purchase from Company certain of Company’s 8% Callable
Secured Convertible Notes, due three years from the date of issue
(the " Notes "), which are convertible into shares of
Company’s Common Stock, par value $.001 per share (the "
Common Stock "). In connection therewith, Company shall
issue the Secured Parties certain Common Stock purchase warrants
(the " Warrants "); and
WHEREAS, the Parent and the Subsidiary have
been, and are now, engaged in recycling photographic wastes into
the GOLD’n GRO line of liquid fertilizers, performing
technical services to the mining industry, and operating
insidemetals.com, a subscription based website for investors and
others interested in precious metals markets . In the past, as now,
the Parent has provided financing for the Subsidiary, and the
Subsidiary has relied upon the Parent to provide such financing. In
addition, it is anticipated that, if the Subsidiary executes and
delivers this , the Parent will continue to provide such financing
to the Subsidiary, and that the proceeds of the Purchase Agreement
and Notes will be used, in part, for the general working capital
purposes of the Subsidiary; and
WHEREAS, the Subsidiary constitutes all of the
subsidiaries of the Parent and it is in the best interest of the
Subsidiary as subsidiaries of the Parent and the indirect
beneficiaries of the Purchase Agreement and Notes, that the Secured
Party enter into the Purchase Agreement and purchase the Notes to
the Company; and
WHEREAS, as a material inducement to the Secured
Parties to enter into the Purchase Agreement and Notes, the Secured
Parties have required and the Subsidiary Guarantors have agreed to
unconditionally guarantee the timely and full satisfaction of all
obligations of the Company, whether matured or unmatured, now or
hereafter existing or created and becoming due and payable (the "
Obligations ") to the Secured Parties, their successors,
endorsees, transferees or assigns under the Transaction Documents
(as defined in the Purchase Agreement); and
WHEREAS, in light of the foregoing, each
Subsidiary Guarantor expects to derive substantial benefit from the
Purchase Agreement and sale of the Notes and the transactions
contemplated thereby and, in furtherance thereof, has agreed to
execute and deliver this Subsidiary Guaranty.
NOW, THEREFORE, in consideration of the
foregoing recitals, and the mutual covenants contained herein, the
parties hereby agree as follows:
1. Guaranty . The Subsidiary Guarantors,
jointly and severally, hereby absolutely, unconditionally and
irrevocably guarantee to the Secured Parties, their successors,
endorsees, transferees and assigns the due and punctual performance
and payment of the Obligations owing to the Secured Parties, their
successors, endorsees, transferees or assigns when due, all at the
time and place and in the amount and manner prescribed in, and
otherwise in accordance with, the Transaction Documents, regardless
of any defense or set-off counterclaim which the Company or any
other person may have or assert, and regardless of whether or not
the Secured Parties or anyone on behalf of the Secured Parties
shall have instituted any suit, action or proceeding or exhausted
its remedies or taken any steps to enforce any rights against the
Company or any other person to compel any such performance or
observance or to collect all or part of any such amount, either
pursuant to the provisions of the Transaction Documents or at law
or in equity, and regardless of any other condition or
contingency.
2. Waiver of Demand . The Subsidiary
Guarantors hereby unconditionally: (i) waives any requirement that
the Secured Parties, in the event of a breach in any material
respect by the Company of any of its representations or warranties
in the Transaction Documents, first make demand upon, or seek to
enforce remedies against, the Company or any other person before
demanding payment of enforcement hereunder; (ii) covenants that
this Subsidiary Guaranty will not be discharged except by complete
performance of all the Obligations; (iii) agrees that this
Subsidiary Guaranty shall remain in full force and effect without
regard to, and shall not be affected or impaired, without
limitation, by, any invalidity, irregularity or unenforceability in
whole or in part of the Transaction Documents or any limitation on
the liability of the Company thereunder, or any limitation on the
method or terms of payment thereunder which may now or hereafter be
caused or imposed in any manner whatsoever; and (iv) waives
diligence, presentment and protest with respect to, and notice of
default in the performance or payment of any Obligation by the
Company under or in connection with the Transaction Documents.
3. Absolute Obligation . Each Subsidiary
Guarantor acknowledges and agrees that (i) no Secured Party has
made any representation or warranty to such Subsidiary Guarantor
with respect to the Company, any of its subsidiaries, any
Transaction Documents or any agreement, instrument or document
executed or delivered in connection therewith, or any other matter
whatsoever, and (ii) such Subsidiary Guarantor shall be liable
hereunder, and such liability shall not be affected or impaired,
irrespective of (A) the validity or enforceability of any
Transaction Documents, or any agreement, instrument or document
executed or delivered in connection therewith, or the
collectability of any of the Obligations, (B) the preference or
priority ranking with respect to any of the Obligations, (C) the
existence, validity, enforceability or perfection of any security
interest or collateral security under any Transaction Documents, or
the release, exchange, substitution or loss or impairment of any
such security interest or collateral security, (D) any failure,
delay, neglect or omission by any Secured Party to realize upon
or
protect any direct or indirect collateral
security, indebtedness, liability or obligation, any Transaction
Documents, or any agreement, instrument or document executed or
delivered in connection therewith, or any of the Obligations, (E)
the existence or exercise of any right of set-off by any Secured
Party, (F) the existence, validity or enforceability of any other
guaranty with respect to any of the Obligations, the liability of
any other person in respect of any of the Obligations, or the
release of any such person or any other guarantor of any of the
Obligations, (G) any act or omission of any Secured Party in
connection with the administration of any Transaction Documents or
any of the Obligations, (H) the bankruptcy, insolvency,
reorganization or receivership of, or any other proceeding for the
relief of debtors commenced by or against, any person, (I) the
disaffirmance or rejection, or the purported disaffirmance or
purported rejection, of any of the Obligations, any Transaction
Documents, or any agreement, instrument or document executed or
delivered in connection therewith, in any bankruptcy, insolvency,
reorganization or receivership, or any other proceeding for the
relief of debtor, relating to any person, (J) any law, regulation
or decree now or hereafter in effect which might in any manner
affect any of the terms or provisions of any Transaction Documents,
or any agreement, instrument or document executed or delivered in
connection therewith or any of the Obligations, or which might
cause or permit to be invoked any alteration in the time, amount,
manner or payment or performance of any of the Company's
obligations and liabilities (including the Obligations), (K) the
merger or consolidation of the Company into or with any person, (L)
the sale by the Company of all or any part of its assets, (M) the
fact that at any time and from time to time none of the Obligations
may be outstanding or owing to any Secured Party, (N) any amendment
or modification of,
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