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”).
RECITALS:Revised Acquisition Agreement and Plan of Merger • December 20th, 2005 • It&e International Group • Services-commercial physical & biological research • Nevada
Officer, Director and Securityholder Lock-Up Agreement November 9, 2005It&e International Group • December 20th, 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”).
LOAN AGREEMENTLoan Agreement • December 20th, 2005 • It&e International Group • Services-commercial physical & biological research • Delaware
This Loan Agreement dated [___________] between Anthony D. Allocca, having a place of business at 3660 Azure Circle, Carlsbad, California 92008 (the “Borrower”) and Equities First Holdings, LLC, a Delaware Corporation having a place of business at 3905 Vincennes Road, Suite 303, Indianapolis, Indiana 46268 (the “Lender”).
