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”).
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”).
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.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 4th, 2006 • It&e International Group • Services-commercial physical & biological research • Massachusetts
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”) is entered into and effective as of July 31, 2006 (the “Effective Date”), by and between IT&E International Group, Inc. a Delaware corporation (“IT&E”), and Philip Lavin, Ph.D., an individual (“Seller”), the Chief Executive Officer and majority shareholder of Averion Inc., a Massachusetts corporation (“Averion”), with respect to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2006 • It&e International Group • Services-commercial physical & biological research • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of July 31, 2006 (“Effective Date”), by and between IT&E International Group, Inc. (“Company”) and Philip Lavin, Ph.D. (“Executive”).
