REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2006 • Lavin Philip T • Services-commercial physical & biological research • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the ___ 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 AGREEMENTLock-Up Agreement • August 9th, 2006 • Lavin Philip T • 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, 2006Merger Agreement • August 9th, 2006 • Lavin Philip T • 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”).
contemplated hereby; provided, however, that as lead placement agent, Collins Stewart LLC may engage other placement agents. m. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to...Placement Agent Agreement • November 9th, 2007 • Lavin Philip T • Services-commercial physical & biological research
contemplated hereby; provided, however, that as lead placement agent, Collins Stewart LLC may engage other placement agents. m. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. n. Remedies. Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies that such Buyer and holders have been granted at any time under any other agreement or contract and all of the rights that such Buyer and holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security or proving actual damages), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law, or in equ
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the \"Agreement\"), dated as of October 31, 2007, by and among Averion International Corp., a Delaware corporation, with principal offices located at 225 Turnpike Road, Southborough,...Securities Purchase Agreement • November 9th, 2007 • Lavin Philip T • Services-commercial physical & biological research
