Have you or anyone here read the Omnibus agreement between Laurus and WEGI signed in Sept 06?
OMNIBUS AMENDMENT
This Omnibus Amendment, dated September 29, 2006, by and between Windswept
Environmental Group, Inc., a Delaware corporation (the "Company") and Laurus
Master Fund, Ltd., a Cayman Islands company (the "Purchaser") (this Agreement").
PREAMBLE
WHEREAS, Reference is hereby made to each of the (i) Securities Purchase
Agreement, dated June 30, 2005, between the Purchaser and the Company (as
amended, modified or supplemented from time to time, the "Purchase Agreement");
(ii) Secured Convertible Term Note dated June 30, 2005, issued by the Company in
favor of Purchaser, in the aggregate principal amount of $5,000,000.00 (as
amended, modified or supplemented from time to time, the "Note"); (iii) Option
Agreement (as amended, modified or supplemented from time to time, the
"Option"), dated June 30, 2005, between the Purchaser and the Company granting
Purchaser the right to purchase 30,395,179 shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock") at an exercise price of $.0001
per share (iv) Common Stock Purchase Warrant (as amended, modified or
supplemented from time to time, the "Warrant"), dated June 30, 2005, issued by
the Company to Purchaser granting Purchaser the right to purchase 13,750,000
shares of the Common Stock; (v) Master Security Agreement (as amended, modified
or supplemented from time to time, the "Security Agreement"), dated June 30,
2005, by and among the Purchaser, the Company and its wholly owned subsidiaries,
Trade-Winds Environmental Restoration Inc., a New York corporation
("Trade-Winds"), and North Atlantic Laboratories, Inc. a New York corporation
("North Atlantic" and together with Trade-Winds, the "Subsidiaries"); (vi) Funds
Escrow Agreement (the "Escrow Agreement"), dated June 30, 2005, by and among the
Purchaser, the Company and Loeb & Loeb LLP; (vii) Registration Rights Agreement
dated June 30, 2005, by and between the Purchaser and the Company (as amended,
modified or supplemented from time to time, the "Registration Rights
Agreement"); (viii) Stock Pledge Agreement dated June 30, 2005, by and among the
Purchaser, the Company and the Subsidiaries (as amended, modified or
supplemented from time to time, the "Pledge Agreement"); and (ix) the Guaranty
dated June 30, 2005 issued by Michael O'Reilly to the Purchaser (as amended,
modified or supplemented from time to time, the "O'Reilly Guaranty").
