Exhibit 10.10
SUBSIDIARY
GUARANTY
THIS SUBSIDIARY GUARANTY (this " Subsidiary
Guaranty "), dated as of July 31, 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 corporation; Nevada Hydrometallurgical
Project, a Nevada corporation; Itronics Gold’n Minerals,
Inc., (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 12% 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 Company and the Subsidiary Guarantors 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, or
supplement to, any Transaction Documents, or (O) any other reason
or circumstance which might otherwise constitute a defense
availabl
