Note: This exhibit amends exhibit 99.1, as previously filed with the ----- Commission on October 22, 2004, in a Current Report on Form 8-K. This document contains all of the exhibits pages, not included in the original filing. Exhibit 10.5 -...Securities Purchase Agreement • July 15th, 2005 • It&e International Group • Services-commercial physical & biological research • New York
EXECUTION VERSION SECURITY AGREEMENT DATE: November __, 2005 DEBTOR: IT & E International Group EIN: 77-0436157 (Collectively) 505 Lomas Sante Fe Drive Organization I.D. ______ Suite 200 Solana Beach, California 92075 SECURED PARTIES: ComVest...Security Agreement • November 21st, 2005 • It&e International Group • Services-commercial physical & biological research • New York
Exhibit 4.3 - REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 18, 2004, by and between IT&E International Group, Inc., a Nevada corporation (the...Registration Rights Agreement • October 22nd, 2004 • It&e International Group • Services-commercial physical & biological research • New York
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated November __, 2005, is entered into by and between IT & E INTERNATIONAL GROUP, a Nevada corporation (the "Company") and COMVEST INVESTMENT...Registration Rights Agreement • November 21st, 2005 • It&e International Group • Services-commercial physical & biological research • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • November 21st, 2005 • It&e International Group • Services-commercial physical & biological research • New York
Exhibit 4.2 - COMMON STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE...It&e International Group • October 22nd, 2004 • Services-commercial physical & biological research
EXECUTION VERSION SENIOR SECURED CONVERTIBLE PROMISSORY NOTE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT...Securities Purchase Agreement • November 21st, 2005 • It&e International Group • Services-commercial physical & biological research • New York
AMENDMENT TOSecurities Purchase Agreement • November 17th, 2004 • It&e International Group • Services-commercial physical & biological research • New York
ARTICLE I INTEREST & AMORTIZATIONIt&e International Group • October 22nd, 2004 • Services-commercial physical & biological research • New York
Exhibit 99.2 -- RESTRICTED ACCOUNT AGREEMENT RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 18th day of October 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at...Restricted Account Agreement • October 22nd, 2004 • It&e International Group • Services-commercial physical & biological research • New York
PREAMBLEOmnibus Amendment • August 15th, 2005 • It&e International Group • Services-commercial physical & biological research • New York
WARRANT TO PURCHASE COMMON STOCK OF IT & E INTERNATIONAL GROUPCertain Registration Rights Agreement • November 21st, 2005 • It&e International Group • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2006 • It&e International Group • Services-commercial physical & biological research • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 31st day of July, 2006, by and among IT&E International Group, Inc. a Delaware corporation (the “Company”), Philip T. Lavin, an individual (“Lavin”), David A. Schoenfeld, an individual (“David Schoenfeld”), Ellen Schoenfeld Beeks, an individual (“Ellen Beeks”), Andrew Lavin, an individual (“Andrew Lavin”), and Abby G. Lavin, an individual (“Abby Lavin”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 9, 2005 (“Effective Date”), by and between IT&E International Group (“Company”) and Anthony Allocca (“Executive”).
RECITALS:Acquisition Agreement and Plan of Merger • April 15th, 2004 • Clinical Trials Assistance Corp • Services-commercial physical & biological research • Nevada
GUARANTYGuaranty • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 31st day of October, 2007, jointly and severally, by each of Averion, Inc., a Delaware corporation (“Averion Inc.”) and IT&E International, a California corporation (“IT&E,” and together with Averion Inc. and each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Cumulus Investors, LLC, a Nevada limited liability company, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the Buyers (as defined in the Purchase Agreement described below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2005 • It&e International Group • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2005, by and among IT&E International Group, a Nevada corporation (the “Company”), ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”), and the purchasers set forth on the signature pages attached hereto (each a “Purchaser” and collectively with ComVest the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • March 31st, 2006 • It&e International Group • Services-commercial physical & biological research • Delaware
This Indemnity Agreement, dated as of _____________ , 2006, is made by and between IT&E International Group, Inc. a Delaware corporation (the “Company”), and _____________ (the “Indemnitee”).
OFFICER, DIRECTOR AND SECURITYHOLDER LOCK-UP AGREEMENTUp Agreement • August 4th, 2006 • It&e International Group • Services-commercial physical & biological research • Delaware
The undersigned (the “Securityholder”) understands that IT&E International Group, Inc. (the “Company”) has entered into that certain Agreement and Plan of Merger of even date hereof (the “Merger Agreement”) by and among the Company IT&E Merger Sub, Inc., IT&E Acquisition Co., Inc., Averion Inc. (“Averion”), Securityholder and the other signatories thereto in part based on the undersigned’s entry into this Letter Agreement (the “Letter Agreement”). Pursuant to the Merger Agreement, the Company paid the undersigned certain consideration, including shares of Series E Convertible Preferred Stock, Subordinated Promissory Notes and shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG IT&E INTERNATIONAL GROUP, INC., IT&E MERGER SUB, INC., IT&E ACQUISITION CO., INC., AVERION INC. AND THE AVERION INC. SHAREHOLDERS PARTY HERETO DATED AS OF JUNE 30, 2006Agreement and Plan of Merger • August 4th, 2006 • It&e International Group • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 30, 2006, is entered into by and among IT&E International Group, Inc., a Delaware corporation (the “Parent”), IT&E Merger Sub, Inc., a Massachusetts corporation and direct, wholly owned subsidiary of Parent (“Merger Sub”), and IT&E Acquisition Co., Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Acquisition Sub”), Averion Inc., a Massachusetts corporation (the “Company”) and all of the shareholders of the Company (the “Company Shareholders”).
JOINT FILING AGREEMENT The undersigned hereby consent to the joint filing by any of them of a Statement of Changes in Beneficial Ownership of Securities on Form 4 and any amendments thereto, whether heretofore or hereafter filed, relating to the...Joint Filing Agreement • November 2nd, 2007 • Averion International Corp. • Services-commercial physical & biological research
The undersigned hereby consent to the joint filing by any of them of a Statement of Changes in Beneficial Ownership of Securities on Form 4 and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Averion International Corp. and hereby affirm that this Form 4 is being filed on behalf of each of the undersigned.
ASSET PURCHASE AGREEMENT BY AND AMONG IT&E INTERNATIONAL GROUP AND MILLENNIX, INC. AND GENE RESNICK, M.D. DATED AS OF NOVEMBER 9, 2005Asset Purchase Agreement • November 29th, 2005 • It&e International Group • Services-commercial physical & biological research • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of November 9, 2005, is entered into by and among IT&E International Group, Inc., a Nevada corporation (“Buyer”), Millennix, Inc., a New York corporation (the “Company”) and Gene Resnick, M.D., the sole shareholder of the Company (the “Shareholder”).
RECITALS:Revised Acquisition Agreement and Plan of Merger • December 20th, 2005 • It&e International Group • Services-commercial physical & biological research • Nevada
OMNIBUS AMENDMENTOmnibus Amendment • March 30th, 2009 • Averion International Corp. • Services-commercial physical & biological research • New York
This OMNIBUS AMENDMENT (this “Amendment”), dated as of March 13, 2009 (the “Effective Date”), by and among Averion International Corp., a Delaware corporation (the “Company”), on the one hand, and (i) the 2007 Buyers (defined below) holding at least sixty six and two thirds percent (66 2/3%) of the aggregate original principal amount of the 2007 Notes (defined below) (a “2007 Required Majority”); and (ii) the 2008 Buyers (defined below) holding at least sixty six and two thirds percent (66 2/3%) of the aggregate original principal amount of the 2008 Notes (defined below) (a “2008 Required Majority”), on the other hand, amends: (i) that certain Securities Purchase Agreement by and among the Company and the 2007 Buyers dated as of October 31, 2007, as amended on November 5, 2007, and further amended on June 27, 2008 (the “2007 Securities Purchase Agreement”); and (ii) those certain Notes (defined below) entered into in connection with the 2007 Securities Purchase Agreement and 2008 Secur
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2006 • It&e International Group • Services-commercial physical & biological research • New York
This Amendment (this “Amendment”), dated as of July 31, 2006, is entered into by and between IT&E INTERNATIONAL GROUP, INC., a Delaware corporation (the “Company”), COMVEST INVESTMENT PARTNERS II LLC, a Delaware limited liability company (“ComVest”) and the purchasers set forth on the signature pages attached hereto (collectively with ComVest, the “Purchasers”), for the purpose of amending the terms of the Registration Rights Agreement, dated as of November 9, 2005 between the Company and the Purchasers (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Registration Rights Agreement.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND JOINDER AGREEMENTRegistration Rights Agreement and Joinder Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND JOINDER AGREEMENT (this “Amendment and Joinder”) is made effective as of November 5, 2007, by and among Averion International Corp., a Delaware corporation (the “Company”), ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”), Cumulus Investors, LLC, a Nevada limited liability company (“Cumulus”), Dr. Philip T. Lavin, an individual (“Lavin”), Gene Resnick, M.D., an individual (“Resnick”), MicroCapital Fund, Ltd., a Cayman-domiciled investment corporation (“MicroCap Ltd.”), and MicroCapital Fund LP, a Delaware limited partnership (“MicroCap LP”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).
AVERION INTERNATIONAL CORP.Subscription Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
SUBSCRIPTION AGREEMENT made as of this day of , 2006 between Averion International Corp., a corporation organized under the laws of the State of Delaware with offices at 225 Turnpike Road, Southborough, MA 01772 (the “Company”), and the undersigned (the “Subscriber”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 12th, 2006 • It&e International Group • Services-commercial physical & biological research
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made effective as of September 6, 2006, by and among IT&E International Group, Inc., a Delaware corporation (“Buyer”), Millennix, Inc., a New York corporation (the “Company”) and Gene Resnick, M.D. (“Shareholder”).
PLEDGE AGREEMENTPledge Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
THIS PLEDGE AGREEMENT, made as of this 31st day of October, 2007 (this “Agreement”), is between AVERION INTERNATIONAL CORP., a Delaware corporation (“Pledgor”), and CUMULUS INVESTORS, LLC, a Nevada limited liability company, in its capacity as Collateral Agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
WAIVERWaiver • June 19th, 2007 • Averion International Corp. • Services-commercial physical & biological research • Delaware
THIS WAIVER (“Waiver”) is made and entered into as of this 14th day of June, 2007, by and among Averion International Corp., a Delaware corporation (formerly IT&E International Group and referred to herein as the “Company”), and the undersigned Stockholders (each a “Holder” and collectively the “Holders”). Capitalized terms used herein and undefined shall have the meanings set forth in that certain Registration Rights Agreement (defined in the Recitals below).
AVERION INTERNATIONAL CORP. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
This Placement Agency Agreement (this “Agreement”) confirms the retention by Averion International Corp., a Delaware corporation (the “Company”), of Commonwealth Associates, L.P., a New York limited partnership (“Commonwealth”), to act as the placement agent, on a best efforts basis, in connection with a private placement for the Company, on the terms set forth below. Commonwealth may engage one or more co-placement agents acceptable to the Company (each, a “Co-Placement Agent” and together with Commonwealth, the “Placement Agents”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 2006 • It&e International Group • Services-commercial physical & biological research
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 2, 2006 (the “Agreement), is made by and between IT&E International Group., a Nevada corporation (“IT&E Nevada”), and IT&E International Group, Inc., a Delaware corporation (“IT&E Delaware”). IT&E Nevada and IT&E Delaware are sometimes referred to herein as the “Constituent Corporations.”
Officer, Director and Securityholder Lock-Up Agreement November 9, 2005It&e International Group • November 29th, 2005 • Services-commercial physical & biological research • New York
The undersigned (the “Securityholder”) understands that IT&E International Group (the “Company”) has entered into a certain Securities Purchase Agreement of even date hereof (the “Securities Purchase Agreement”) with ComVest Investment Partners II LLC or an affiliate (“ComVest”), providing for the sale (the “Offering”) by the Company of Series D Preferred Stock (“Preferred Stock”), or Senior Secured Convertible Notes (the “Notes”), and warrants (the “Warrants”) to purchase common stock, par value $0.001 per share, of the Company (“Common Stock”).
Contract of Employment Individual ConditionsAverion International Corp. • November 14th, 2007 • Services-commercial physical & biological research
