LOAN AGREEMENT
THIS
LOAN
AGREEMENT (this "Agreement"),
is
executed as of July 21, 2006, by and between Itec Environmental Group, Inc.,
a
Delaware corporation (the "Company"),
and
Xx X. Xxxx (the "Lender").
WHEREAS,
the Company wishes to borrow and the Lender wishes to lend $200,000 as a short
term bridge loan; and
WHEREAS,
the Lender is willing to provide such financing on terms and conditions as
set
forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Lender,
intending to be legally bound, agree as follows:
ARTICLE
1
DEFINITIONS
1.1 Defined
terms.
Certain
capitalized terms used in this Agreement shall have the specific meanings
defined below:
“Business
Day”
shall
mean a day other than a Saturday, Sunday, or other day on which commercial
banks
are authorized or required by law to close.
“Closing
Date”
shall
mean the date upon which the Loan is received by the Company.
"Encumbrance"
means
any lien, charge, security interest, mortgage, deed of trust, pledge or other
encumbrance of any nature whatsoever.
“Interest
Rate”
shall
mean twelve percent (12%) per annum.
"Proprietary
Rights"
means
all patents, trademarks, service marks, copyrights, trade names and all
registrations and applications and renewals for any of the foregoing and all
goodwill associated therewith.
ARTICLE
2
THE
LOAN
2.1 Loan.
According to the terms and subject to the conditions of this Agreement, the
Lender shall loan to the Company on the Closing Date in the aggregate amount
of
Two Hundred Thousand Dollars ($200,000) (the "Loan").
The
Loan shall be evidenced by a promissory note in the form attached hereto as
Exhibit
A
("Note"),
duly
executed on behalf of the Company and dated as of the Closing Date.
2.2 Interest.
(a) Interest
Rate.
The
Loan shall bear interest ("Interest")
from
the date of payment by the Lender until the Maturity Date at the Interest Rate
(calculated on the basis of the actual number of days elapsed over a year of
360
days). Interest is payable by the Company on a monthly basis in arrears on
the
first Business Day of the month.
(b) Default
Interest.
Upon
the occurrence of an Event of Default and for so long as such Event of Default
continues, Interest shall accrue on the outstanding Loan amount at the rate
per
annum equal to the lower of eighteen percent (18%) or the maximum rate of
interest permissible under applicable law at any time (the "Default
Interest Rate").
The
term "Interest"
shall
include both the interest rate described in Section 2.3(a) and the Default
Interest Rate.
2.3 Maturity
Date.
Unless
the Loan is earlier accelerated pursuant to the terms hereof or converted
pursuant to the provisions of Section 4.1 hereof, the Loan and all accrued
Interest thereon shall be due and payable in full on the date that is 30 days
following the Closing Date (the “Maturity
Date”).
The
Lender may, at the Lender's option, extend the Maturity Date on such terms
and
conditions as determined by the Lender in their sole discretion.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES
3.1 Organization,
qualification and Authority.
The
Company is a corporation duly organized and validly existing under the laws
of
the State of Delaware, and is in good standing and duly qualified to do business
as a foreign corporation in all jurisdictions where the operation of its
business or the ownership of its properties make such qualification necessary.
The Company has the requisite corporate power and authority to own, lease and
operate its facilities and assets as presently owned, leased and operated,
and
to carry on its respective business as it is now being conducted. The Company
has the requisite or individual right, power and authority to execute, deliver
and carry out the terms of this Agreement and all documents and agreements
necessary to give effect to the provisions of this Agreement and to consummate
the transactions contemplated hereunder. The execution, delivery and
consummation of this Agreement, and all other agreements and documents executed
in connection herewith by the Company, have been duly authorized by all
necessary action on the part of the Company. No other action, consent or
approval on the part of the Company or any other person or entity, is necessary
to authorize the Company's due and valid execution, delivery and consummation
of
this Agreement and all other agreements and documents executed in connection
hereto. This Agreement and all other agreements and documents executed in
connection herewith by the Company, upon due execution and delivery thereof,
shall constitute the valid and binding obligations of the Company, enforceable
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally and by general principles of equity.
3.2 Compliance
with Laws.
The
nature and transaction of the Company's business and operations and the use
of
its properties and assets do not, and during the term of this Agreement shall
not, violate or conflict with in any material respect any applicable law,
statute, ordinance, rule, regulation or order of any kind or
nature.
2
3.3 Absence
of Conflicts.
The
execution, delivery and performance by the Company of this Agreement, and the
transactions contemplated hereby, do not constitute a breach or default, or
require consents under, any agreement, permit, contract or other instrument
to
which the Company is a party, or by which the Company is bound or to which
any
of the assets of the Company is subject, or any judgment, order, writ, decree,
authorization, license, rule, regulation, or statute to which the Company is
subject, and will not result in the creation of any lien upon any of the assets
of the Company.
3.4 Litigation
and Taxes.
There
is no
litigation or governmental proceeding pending, or to the best knowledge of
the
Company after due inquiry, threatened, against the Company. The Company has
duly
filed all applicable income or other tax returns and has paid all material
income or other taxes when due. There is no controversy or objection pending,
or
to the best knowledge of the Company after due inquiry, threatened in respect
of
any tax returns of the Company.
3.5 Intellectual
Property.
No
proceedings have been instituted or are pending or, to the Company’s knowledge,
threatened which challenge the validity of the ownership by the Company of
any
such Proprietary Rights. The Company has not licensed anyone to use any such
Proprietary Rights and, to the Company’s knowledge, there has been no use or
infringement of any of such Proprietary Rights by any other person.
3.6 Company's
SEC Reports.
The
Company has timely filed with the Securities and Exchange Commission (the
“SEC”)
all
forms, reports, definitive proxy statements, schedules and registration
statements (the “ Company
SEC Reports”)
required to be filed by it with the SEC pursuant to the Securities Act of 1933,
as amended (the “Securities
Act”),
or
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
As of
their respective filing dates or, if amended, as of the date of the last
amendment, none of the Company SEC Reports contained any untrue statement of
a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. The Company SEC
Reports (including, without limitation, any financial statements and schedules
included therein) when filed or, if amended, as of the date of the last
amendment, complied in all material respects with the applicable requirements
of
the Securities Act and the Exchange Act.
3.7 No
Omissions or Misstatements.
None of
the information included in this Agreement, other documents or information
furnished or to be furnished by the Company, or any of its representations,
contains any untrue statement of a material fact or is misleading in any
material respect or omits to state any material fact. Copies of all documents
referred to in herein have been delivered or made available to the Lender and
constitute true and complete copies thereof and include all amendments,
schedules, appendices, supplements or modifications thereto or waivers
thereunder.
ARTICLE
4
CONVERSION
4.1 Conversion
Right.
Lender
in their sole discretion may convert, via written notice to the Company, the
full amount, or some portion thereof, of the principal plus any interest payable
under the Note and the Loan Agreement into a warrant and a convertible debenture
pursuant to the terms of the 2006 Private Placement Memorandum (the “PPM”) of
the Company.
3
ARTICLE
5
DEFAULT
5.1 Events
of Default.
The
occurrence of any of the following events (each an “Event
of Default”),
not
cured in the applicable cure period, if any, shall constitute and Event of
Default of the Company:
(a) a
breach
of any representation, warranty, covenant or other provision of this Agreement
or the Note, which, if capable of being cured, is not cured within three days
following notice thereof to the Company;
(b) the
failure to make when due any payment described in this Agreement or the Note,
whether on or after the Maturity Date, by acceleration or otherwise;
and
(c) (i)
the
application for the appointment of a receiver or custodian for the Company
or
the property of the Company, (ii) the entry of an order for relief or the filing
of a petition by or against the Company under the provisions of any bankruptcy
or insolvency law, (iii) any assignment for the benefit of creditors by or
against the Company, or (iv) the Company becomes insolvent.
5.2 Effect
of Default.
Upon
the occurrence of any Event of Default that is not cured within any applicable
cure period, the Lender may elect, by written notice delivered to the Company,
to take any or all of the following actions: (i) declare this Agreement
terminated and the outstanding amounts under the Note to be forthwith due and
payable, whereupon the entire unpaid Loan, together with accrued and unpaid
Interest thereon (including the Default Interest Rate), and all other cash
obligations hereunder, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which
are
hereby expressly waived by the Company, anything contained herein or in any
of
the Note to the contrary notwithstanding, and (ii) exercise any and all other
remedies provided hereunder or available at law or in equity upon the occurrence
and continuation of an Event of Default. In addition, during the occurrence
of
any Event of Default, the Company shall not pay make any payment on any other
outstanding indebtedness of the Company (other than indebtedness of the Company
to which the Lender have agreed in writing to subordinate this Agreement and
the
Note hereunder).
ARTICLE
6
ISSUANCE
OF STOCK
6.1 Issuance
of Warrants.
The
Company shall issue to the Lender two (2) warrants to purchase a combined total
of six hundred thousand (600,000) shares of common stock of the Company in
the
forms attached hereto as Exhibit
B and C
(the
“Warrants”).
The
Warrants shall be immediately exercisable by the Lenders (or their assigns)
on
the Maturity Date and at an exercise price of Twelve Cents ($.12) per share.
The
Warrants shall be exercisable for a period of ten (10) years following the
Maturity Date.
4
6.2 Registration
of Registrable Securities.
The
shares underlying the warrants shall be entitled to be registered pursuant
to
any registration statement filed by the Company, except for registrations filed
on Form S-4 or Form S-8. Registration costs shall be borne by the Company.
ARTICLE
7
COVENANTS
7.1 Payment
in Full upon Satisfaction of Certain Conditions.
In the
event that the Five Million Dollar ($5,000,000) financing contemplated in by
the
PPM is completed prior to the Maturity Date, the principle and 30 days accrued
interest shall be repaid to Lender in full satisfaction of the Loan, subject
to
Lender’s right to conversion as described in Section 4.1.
ARTICLE
8
MISCELLANEOUS
8.1 Successors
and Assigns; Third Party Beneficiary.
Subject
to the exceptions specifically set forth in this Agreement, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective executors, administrators, heirs, successors and permitted
assigns of the parties. This Agreement may not be assigned (whether by operation
of law or otherwise) by the Company without the prior written consent of the
Lender. This Agreement may be assigned by the Lender without the consent of
the
Company.
8.2 Titles
and Subtitles.
The
titles and subtitles of the Sections of this Agreement are used for convenience
only and shall not be considered in construing or interpreting this
agreement.
8.3 Notices.
Any
notice, request or other communication required or permitted hereunder shall
be
in writing and shall be delivered personally or by facsimile (receipt confirmed
electronically) or shall be sent by a reputable express delivery service or
by
certified mail, postage prepaid with return receipt requested, addressed as
follows:
if
to
the Company, to:
ITec
Environmental Group, Inc.
0000
Xxxxx Xxxx, Xxx 000
Xxxxxxxxx,
XX 00000
Attn: Xxxx
X.
De Laurentiis
Fax: (000)
000-0000
5
with
a
copy to:
The
Xxxx
Law Group, PLLC
000
Xxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Xxxxx
X.
Xxxx
Fax: (000)
000-0000
if
to
the Lender, to:
Xx
X.
Xxxx
00000
Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx
Xxx Xxx, XX 00000
Either
party hereto may change the above specified recipient or mailing address by
notice to the other party given in the manner herein prescribed. All notices
shall be deemed given on the day when actually delivered as provided above
(if
delivered personally or by facsimile, provided that any such facsimile is
received during regular business hours at the recipient's location) or on the
day shown on the return receipt (if delivered by mail or delivery
service).
8.4 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of California without giving effect to any choice of law
or
conflict of law provision or rule (whether of the State of Colorado or any
other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of California.
8.5 Waiver
and Amendment.
Any
term of this Agreement may be amended, waived or modified with the written
consent of the Company and the Lender.
8.6 Remedies.
No
delay or omission by the Lender in exercising any of its rights, remedies,
powers or privileges hereunder or at law or in equity and no course of dealing
between the Lender and the undersigned or any other person shall be deemed
a
waiver by the Lender of any such rights, remedies, powers or privileges, even
if
such delay or omission is continuous or repeated, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other
or
further exercise thereof by the Lender or the exercise of any other right,
remedy, power or privilege by the Lender. The rights and remedies of the Lender
described herein shall be cumulative and not restrictive of any other rights
or
remedies available under any other instrument, at law or in equity.
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remainder of this page intentionally left blank]
6
IN
WITNESS WHEREOF, the Company has caused this Loan Agreement to be signed in
its
name on the date first set forth above.
ITEC ENVIRONMENTAL GROUP, INC. | ||
|
|
|
By: | /s/ Xxxx X. De Laurentiis | |
Xxxx X. De Laurentiis |
||
Chief Executive Officer |
7
IN
WITNESS WHEREOF, the Lender has caused this Loan Agreement to be signed in
its
name on the date first set forth above.
XX X. XXXX | ||
|
|
|
By: | /s/ Xx X. Xxxx | |
Name: Xx X. Xxxx |
||
8
Exhibit
A
THE
SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE
PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED
BY
THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT.
PROMISSORY
NOTE
Riverbank,
California
July
21,
2006
FOR
VALUE
RECEIVED, Itec Environmental Group, Inc., a Delaware corporation ("Borrower"),
hereby promises to pay to the order of Xx X. Xxxx (the "Lender")),
in
lawful money of the United States at the address of the Lender set forth herein,
the principal amount of Two Hundred Thousand Dollars ($200,000) (the
“Loan”),
together with Interest, as defined below. This Promissory Note ("Note")
has
been executed by Borrower on the date set forth above (the "Effective
Date").
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Loan Agreement.
1. Interest.
Interest shall accrue at twelve percent (12%) per annum on the outstanding
principal amount of this Promissory Note. Upon the occurrence of an Event of
Default and for so long as such Event of Default continues, Interest shall
accrue on the outstanding Loan amount at the Default Interest Rate.
2. Maturity
Date.
All or
any portion of the Loan, all accrued Interest thereon and all other sums due
hereunder, shall be due and payable on demand by the Lender on the Maturity
Date.
3. Payments.
Borrower will repay the Loan amount on the Maturity Date.
4. Application
of Payments.
4.1. Except
as
otherwise expressly provided herein, payments under this Note shall be applied
(i) first to the repayment of any sums incurred by the Lender for the payment
of
any expenses in enforcing the terms of this Note, (ii) then to the payment
of
the Default Interest Rate, (iii) then to the payment of the Interest Rate,
and
(iv) then to the reduction of the Loan.
4.2. Borrower
may prepay all or any part of the principal without penalty.
9
4.3. Upon
payment in full of the Loan and applicable accrued and unpaid Interest thereon,
this Note shall be marked "Paid in Full" and returned to Borrower.
5. Waiver
of Notice.
Borrower hereby waives diligence, notice, presentment, protest and notice of
dishonor.
6. Transfer.
This
Note may be transferred by the Lender at any time, provided that such transfer
complies with applicable securities laws.
7. Events
of Default.
The
occurrence of any of the following events (each an "Event
of Default"),
not
cured in any applicable cure period, shall constitute an Event of Default of
Borrower:
7.1. A
breach
of any representation, warranty, covenant or other provision of this Note or
the
Loan Agreement, which, if capable of being cured, is not cured within three
days
following notice thereof to the Company; and
7.2. (i)
The
application for the appointment of a receiver or custodian for Borrower or
the
property of Borrower, (ii) the entry of an order for relief or the filing of
a
petition by or against Borrower under the provisions of any bankruptcy or
insolvency law, (iii) any assignment for the benefit of creditors by or against
Borrower, or (iv) the insolvency of Borrower.
Upon
the
occurrence of any Event of Default that is not cured within any applicable
cure
period, if any, the Lenders may elect, by written notice delivered to Borrower,
to take at any time any or all of the following actions: (i) declare this Note
to be forthwith due and payable, whereupon the entire unpaid Loan, together
with
all accrued and unpaid Interest thereon (including the Default Interest Rate),
and all other cash obligations hereunder, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by Borrower, anything contained herein
to the contrary notwithstanding, and (ii) exercise any and all other remedies
provided hereunder or available at law or in equity.
If
an
Event of Default occurs by Borrower, Borrower agrees to pay, in addition to
the
Loan and Interest payable thereon, reasonable attorneys' fees and any other
reasonable costs incurred by the Lenders in connection with its pursuit of
its
remedies under this Note
8. Miscellaneous.
8.1. Successors
and Assigns.
Subject
to the exceptions specifically set forth in this Note and the Loan Agreement,
the terms and conditions of this Note shall inure to the benefit of and be
binding upon the respective executors, administrators, heirs, successors and
permitted assigns of the parties. This Note (or a portion hereof) may be
assigned by the Lender without the consent of Borrower.
10
8.2. Loss
or Mutilation of Note.
Upon
receipt by Borrower of evidence satisfactory to Borrower of the loss, theft,
destruction or mutilation of this Note, together with indemnity reasonably
satisfactory to Borrower, in the case of loss, theft or destruction, or the
surrender and cancellation of this Note, in the case of mutilation, Borrower
shall execute and deliver to the Lenders a new promissory note of like tenor
and
denomination as this Note.
8.3. Notices.
Any
notice, demand, offer, request or other communication required or permitted
to
be given pursuant to the terms of this Note shall be in writing and shall be
deemed effectively given the earlier of (i) when received, (ii) when delivered
personally, (iii) one business day after being delivered by facsimile (with
receipt of appropriate confirmation), (iv) one (1) business day after being
deposited with an overnight courier service, or (v) four (4) days after being
deposited in the U.S. mail, First Class with postage prepaid, and addressed
to
the recipient at the addresses set forth below unless another address is
provided to the other party in writing:
If
to
Borrower, to:
ITec
Environmental Group, Inc.
0000
Xxxxx Xxxx, Xxx 000
Xxxxxxxxx,
XX 00000
Attn: Xxxx
X.
De Laurentiis
Fax: (000)
000-0000
with
a
copy to:
The
Xxxx
Law Group, PLLC
000
Xxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Xxxxx
X.
Xxxx
Fax: (000)
000-0000
if
to
the Lender, to:
Xx
X.
Xxxx
00000
Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx
Xxx Xxx, XX 00000
8.4 Governing
Law.
This
Note shall be governed in all respects by the laws of the State of California
as
applied to agreements entered into and performed entirely within the State
of
California by residents thereof, without regard to any provisions thereof
relating to conflicts of laws among different jurisdictions.
8.5 Waiver
and Amendment.
Any
term of this Note may be amended, waived or modified only with the written
consent of Borrower and the Lender.
11
8.6 Remedies;
Costs of Collection; Attorneys' Fees.
No
delay or omission by the Lender in exercising any of its rights, remedies,
powers or privileges hereunder or at law or in equity and no course of dealing
between the Lender and the undersigned or any other person shall be deemed
a
waiver by the Lender of any such rights, remedies, powers or privileges, even
if
such delay or omission is continuous or repeated, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other
or
further exercise thereof by the Lender or the exercise of any other right,
remedy, power or privilege by the Lender. The rights and remedies of the Lender
described herein shall be cumulative and not restrictive of any other rights
or
remedies available under any other instrument, at law or in equity. If an Event
of Default occurs, Borrower agrees to pay, in addition to the Loan and Interest
payable thereon, reasonable attorneys' fees and any other reasonable costs
incurred by the Lenders in connection with its pursuit of its remedies under
this Note.
*
* * *
*
[Signature
Page to Follow]
12
IN
WITNESS WHEREOF, Borrower has caused this Note to be signed on the Effective
Date.
BORROWER:
ITEC ENVIRONMENTAL GROUP, INC.
|
||
|
|
|
By: | /s/ Xxxx De Laurentiis | |
Name: Xxxx De Laurentiis |
||
Title: Chief Executive Officer |
LENDER: | ||
|
|
|
By: | /s/ Xx X. Xxxx | |
Xx X. Xxxx |
||
1
Exhibit
B
WARRANT
THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER
THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S
UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN
COMPLIANCE WITH THE ACT
Warrant
To Purchase 300,000 Shares of Common Stock
Itec
Environmental Group, inc.
Date
of
Issuance: July 21, 2006
No.
85
THIS
CERTIFIES that, for value received, Ji “Xxxxxxx” X. Xxxx, or her assigns (in
either case, the “Holder”) is entitled to purchase, subject to the provisions of
this Warrant, from Itec Environmental Group, Inc., a Delaware corporation (the
“Company”), at the price per share set forth in Section 8 hereof, that number of
shares of the Company’s common stock (the “Common Stock”) set forth in Section 7
hereof. This Warrant is referred to herein as the “Warrant” and the shares of
Common Stock issuable pursuant to the terms hereof are sometimes referred to
herein as “Warrant Shares.”
1. Holder
Exercise of Warrant.
This
Warrant shall only be exercisable in whole. To exercise this Warrant in whole,
the Holder shall deliver to the Company at its principal office, (a) a written
notice, in substantially the form of the exercise notice attached hereto as
Exhibit
A
(the
“Exercise Notice”), of the Holder’s election to exercise this Warrant, which
notice shall specify the number of shares of Common Stock to be purchased and
(b) this Warrant. The Company shall as promptly as practicable, and in any
event
within twenty (20) days after delivery to the Company of (i) the Exercise
Notice, (ii) and this Warrant, execute and deliver or cause to be executed
and
delivered, in accordance with such notice, a certificate or certificates
representing the aggregate number of shares of Common Stock specified in such
notice, provided this Warrant has vested on or prior to the date such notice
is
delivered. Each certificate representing Warrant Shares shall bear the legend
or
legends required by applicable securities laws as well as such other legend(s)
the Company requires to be included on certificates for its Common Stock. The
Company shall pay all expenses and other charges payable in connection with
the
preparation, issuance and delivery of such stock certificates except that,
in
case such stock certificates shall be registered in a name or names other than
the name of the Holder, funds sufficient to pay all stock transfer taxes that
are payable upon the issuance of such stock certificate or certificates shall
be
paid by the Holder at the time of delivering the Exercise Notice. All shares
of
Common Stock issued upon the exercise of this Warrant shall be validly issued,
fully paid, and nonassessable.
The
Warrant shall expire on April 15, 2015 (the “Expiration Date”). The Investor may
exercise the warrant at any time prior to the Expiration Date. The Company
has
no restriction on the sale or transfer of the Warrant or Warrant Shares;
however, the Investor is required to comply with all state and U.S. laws and
regulations relating to security sales and transfers.
2. Reservation
of Shares.
The
Company hereby covenants that at all times during the term of this Warrant
there
shall be reserved for issuance such number of shares of its Common Stock as
shall be required to be issued upon exercise of this Warrant.
2
3.
Fractional
Shares.
This
Warrant may be exercised only for a whole number of shares of Common Stock,
and
no fractional shares or scrip representing fractional shares shall be issuable
upon the exercise of this Warrant.
4.
Transfer
of Warrant and Warrant Shares.
The
Holder may sell, pledge, hypothecate, or otherwise transfer this Warrant, in
whole, in accordance with and subject to the terms and conditions set forth
in
the Subscription Agreement and then only if such sale, pledge, hypothecation,
or
transfer is made in compliance with the Act or pursuant to an available
exemption from registration under the Act relating to the disposition of
securities.
5.
Loss
of Warrant.
Upon
receipt by the Company of evidence satisfactory to it of the loss, theft, or
destruction of this Warrant, and of indemnification satisfactory to it, or
upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new warrant of like tenor.
6.
Rights
of the Holder.
No
provision of this Warrant shall be construed as conferring upon the Holder
the
right to vote, consent, receive dividends or receive notice other than as
expressly provided herein. Prior to exercise, no provision hereof, in the
absence of affirmative action by the Holder to exercise this Warrant, and no
enumeration herein of the rights or privileges of the Holder, shall give rise
to
any liability of the holder for the purchase price of any warrant shares or
as a
stockholder of the Company, whether such liability is asserted by the Company
or
by creditors of the Company.
7.
Number
of Warrant Shares.
This
Warrant shall be exercisable for 300,000 shares of the Company’s Common Stock,
as adjusted in accordance with this Agreement.
8.
Exercise
Price; Adjustment of Warrants.
a.
Determination
of Exercise Price.
The per
share purchase price (the “Exercise Price”) for each of the Warrant Shares
purchasable under this Warrant shall be equal to $0.12.
b. Adjustment
for Mergers or Reorganization, etc.
In case
of any consolidation or merger of the Company with or into another corporation
or the conveyance of all or substantially all of the assets of the Company
to
another corporation, this Warrant shall be exercisable into the number of shares
of stock or other securities or property to which a holder of the number of
shares of Common Stock of the Company deliverable upon exercise of this Warrant
would have been entitled upon such consolidation, merger or conveyance; and,
in
any such case, appropriate adjustment (as determined by the Board of Directors
of the Company) shall be made in the application of the provisions herein set
forth with respect to the rights and interest thereafter of the holder of this
Warrant, to the end that the provisions set forth herein shall thereafter be
applicable, as nearly as reasonable may be, in relation to any shares of stock
or other property thereafter deliverable upon the exercise of this Warrant.
c.
NO
IMPAIRMENT.
THE
COMPANY WILL NOT, THROUGH ANY REORGANIZATION, TRANSFER OF ASSETS, CONSOLIDATION,
MERGER, DISSOLUTION, ISSUE OR SALE OF SECURITIES OR ANY OTHER VOLUNTARY ACTION,
AVOID OR SEEK TO AVOID THE OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS TO
BE
OBSERVED OR PERFORMED HEREUNDER BY THE COMPANY, BUT WILL AT ALL TIMES IN GOOD
FAITH ASSIST IN THE CARRYING OUT OF ALL THE PROVISIONS OF THIS SECTION AND
IN
THE TAKING OF ALL SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO
PROTECT THE EXERCISE RIGHTS OF THE HOLDER OF THIS WARRANT AGAINST IMPAIRMENT.
d. Issue
Taxes.
The
Company shall pay issue taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on exercise of this Warrant, in whole;
provided, however, that the Company shall not be obligated to pay any transfer
taxes resulting from any transfer requested by any holder in connection with
any
such exercise.
e.
Reservation
of Stock Issuable Upon Conversion.
The
Company shall at all times reserve and keep available out of its authorized
but
unissued shares of common stock, solely for the purpose of effecting the
exercise of this Warrant, such number of its shares of common stock as shall
from time to time be sufficient to effect the exercise of this Warrant; and
if
at any time the number of authorized but unissued shares of common stock shall
not be sufficient to effect the exercise of this Warrant, the Company will
take
all appropriate corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of common stock to
such
number of shares as shall be sufficient for such purpose.
3
f.
Adjustment.
The
Exercise Price shall be adjusted downward in the event the Company issues common
stock (or securities exercisable for or convertible into or exchangeable for
common stock) at a price below the Exercise Price, to a price equal to such
issue price.
9. Certain
Distributions.
In case
the Company shall, at any time, prior to the Expiration Date, declare any
distribution of its assets to holders of its common stock as a partial
liquidation, distribution or by way of return of capital, other than as a
dividend payable out of earnings or any surplus legally available for dividends,
then the Holder shall be entitled, upon the proper exercise of this Warrant
in
whole prior to the effecting of such declaration, to receive, in addition to
the
shares of common stock issuable on such exercise, the amount of such assets
(or
at the option of the Company a sum equal to the value thereof at the time of
such distribution to holders of common stock as such value is determined by
the
Board of Directors of the Company in good faith), which would have been payable
to the Holder had it been a holder of record of such shares of common stock
on
the record date for the determination of those holders of Common Stock entitled
to such distribution.
10. Dissolution
or Liquidation.
In case
the Company shall, at any time prior to the Expiration Date, dissolve, liquidate
or wind up its affairs, the Holder shall be entitled, upon the proper exercise
of this Warrant in whole and prior to any distribution associated with such
dissolution, liquidation, or winding up, to receive on such exercise, in lieu
of
the shares of Common Stock to which the Holder would have been entitled, the
same kind and amount of assets as would have been distributed or paid to the
Holder upon any such dissolution, liquidation or winding up, with respect to
such shares of Common Stock had the Holder been a holder of record of such
share
of Common Stock on the record date for the determination of those holders of
Common Stock entitled to receive any such dissolution, liquidation, or winding
up distribution.
11.
Reclassification
or Reorganization.
In case
of any reclassification, capital reorganization or other change of outstanding
shares of common stock of the Company (other than a change in par value, or
from
par value to no par value, or from no par value to par value, or as a result
of
an issuance of common stock by way of dividend or other distribution or of
a
subdivision or combination), the Company shall cause effective provision to
be
made so that the Holder shall have the right thereafter by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and PROPERTY RECEIVABLE UPON SUCH RECLASSIFICATION, CAPITAL REORGANIZATION
OR
OTHER CHANGE, BY A HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK WHICH MIGHT
HAVE BEEN PURCHASED UPON EXERCISE OF THIS WARRANT IMMEDIATELY PRIOR TO SUCH
RECLASSIFICATION OR CHANGE. ANY SUCH PROVISION SHALL INCLUDE PROVISION FOR
ADJUSTMENTS WHICH SHALL BE AS NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO THE
ADJUSTMENTS PROVIDED FOR IN THIS WARRANT. THE FOREGOING PROVISIONS OF THIS
SECTION 12 SHALL SIMILARLY APPLY TO SUCCESSIVE RECLASSIFICATIONS, CAPITAL
REORGANIZATIONS AND CHANGES OF SHARES OF COMMON STOCK. IN THE EVENT THAT IN
ANY
SUCH CAPITAL REORGANIZATION, RECLASSIFICATION, OR OTHER CHANGE, ADDITIONAL
SHARES OF COMMON STOCK SHALL BE ISSUED IN EXCHANGE, CONVERSION, SUBSTITUTION
OR
PAYMENT, IN WHOLE, FOR OR OF A SECURITY OF THE COMPANY OTHER THAN COMMON STOCK,
ANY AMOUNT OF THE CONSIDERATION RECEIVED UPON THE ISSUE THEREOF BEING DETERMINED
BY THE BOARD OF DIRECTORS OF THE COMPANY SHALL BE FINAL AND BINDING ON THE
HOLDER.
12.
Miscellaneous.
a.
Successors
and Assigns.
The
terms and conditions of this Agreement shall inure to the benefit of, and be
binding upon, the respective successors and assigns of the parties, except
to
the extent otherwise provided herein. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto
or
their respective successors and assigns, any rights, remedies, obligations
or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
b.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California without regard to the principles of conflict of laws
thereof.
4
c. Counterparts;
Delivery by Facsimile.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument. Delivery of this Agreement may be effected by facsimile.
d.
Titles
and Subtitles.
The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.
e.
Notices.
Unless
otherwise provided, any notice required or permitted hereunder shall be given
by
personal service upon the party to be notified by certified mail, return receipt
requested and: (i) if to the Company, addressed to Itec Environmental Group,
Inc., 0000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, or at such other address
as
the Company may designate by notice to each of the Investors in accordance
with
the provisions of this Section; and (ii) if to the Warrant holder, at the
address indicated on the signature page hereof, or at such other addresses
as
such Holder may designate by notice to the Company in accordance with the
provisions of this Section.
f.
Amendments
and Waivers.
Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
prospectively or retroactively), only with the written consent of the Company
and a majority in interest of the Holders.
g.
Entire
Agreement.
This
Agreement, the Memorandum (including the appendices and schedules thereto)
by
and between the Company and the Holder, constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof and
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto.
IN
WITNESS WHEREOF, the undersigned hereby sets is hand and seal this
21st
day of
July, 2006.
Itec
Environmental Group, Inc.
By:
/s/
Xxxx De Laurentiis
Name: Xxxx De Laurentiis
Title: President and Chief Executive Officer
Investor
Name: Ji “Xxxxxxx” X. Xxxx
Investor
Address: __________________________________
_________________________________________________
_________________________________________________
5
EXHIBIT
A
NOTICE
OF EXERCISE
(To
be
signed only upon exercise of the Warrant)
TO:
Itec
Environmental Group, Inc.
The
undersigned, hereby irrevocably elects to exercise the purchase rights
represented by the Warrant granted to the undersigned on ______________ and
to
purchase thereunder __________* shares of Common Stock of Itec Environmental
Group, Inc. (the “Company”).
Dated:
________________
_________________________________________
(Signature
must conform in all respects to name
of
holder
as specified on the face of the Warrant)
_________________________________________
(Please
Print Name)
_________________________________________
(Address)
*
Insert
here the number of shares being exercised, without making any adjustment for
additional Common Stock of the Company, other securities or property which,
pursuant to the adjustment provisions of the Warrant, may be deliverable upon
exercise.
6
Exhibit
C
WARRANT
THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER
THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S
UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN
COMPLIANCE WITH THE ACT
Warrant
To Purchase 300,000 Shares of Common Stock
Itec
Environmental Group, inc.
Date
of
Issuance: July 21, 2006
No.
86
THIS
CERTIFIES that, for value received, Ji “Xxxxxxx” X. Xxxx, or her assigns (in
either case, the “Holder”) is entitled to purchase, subject to the provisions of
this Warrant, from Itec Environmental Group, Inc., a Delaware corporation (the
“Company”), at the price per share set forth in Section 8 hereof, that number of
shares of the Company’s common stock (the “Common Stock”) set forth in Section 7
hereof. This Warrant is referred to herein as the “Warrant” and the shares of
Common Stock issuable pursuant to the terms hereof are sometimes referred to
herein as “Warrant Shares.”
1. Holder
Exercise of Warrant.
This
Warrant shall only be exercisable in whole. To exercise this Warrant in whole,
the Holder shall deliver to the Company at its principal office, (a) a written
notice, in substantially the form of the exercise notice attached hereto as
Exhibit
A
(the
“Exercise Notice”), of the Holder’s election to exercise this Warrant, which
notice shall specify the number of shares of Common Stock to be purchased and
(b) this Warrant. The Company shall as promptly as practicable, and in any
event
within twenty (20) days after delivery to the Company of (i) the Exercise
Notice, (ii) and this Warrant, execute and deliver or cause to be executed
and
delivered, in accordance with such notice, a certificate or certificates
representing the aggregate number of shares of Common Stock specified in such
notice, provided this Warrant has vested on or prior to the date such notice
is
delivered. Each certificate representing Warrant Shares shall bear the legend
or
legends required by applicable securities laws as well as such other legend(s)
the Company requires to be included on certificates for its Common Stock. The
Company shall pay all expenses and other charges payable in connection with
the
preparation, issuance and delivery of such stock certificates except that,
in
case such stock certificates shall be registered in a name or names other than
the name of the Holder, funds sufficient to pay all stock transfer taxes that
are payable upon the issuance of such stock certificate or certificates shall
be
paid by the Holder at the time of delivering the Exercise Notice. All shares
of
Common Stock issued upon the exercise of this Warrant shall be validly issued,
fully paid, and nonassessable.
The
Warrant shall expire on April 15, 2015 (the “Expiration Date”). The Investor may
exercise the warrant at any time prior to the Expiration Date. The Company
has
no restriction on the sale or transfer of the Warrant or Warrant Shares;
however, the Investor is required to comply with all state and U.S. laws and
regulations relating to security sales and transfers.
2. Reservation
of Shares.
The
Company hereby covenants that at all times during the term of this Warrant
there
shall be reserved for issuance such number of shares of its Common Stock as
shall be required to be issued upon exercise of this Warrant.
7
3.
Fractional
Shares.
This
Warrant may be exercised only for a whole number of shares of Common Stock,
and
no fractional shares or scrip representing fractional shares shall be issuable
upon the exercise of this Warrant.
4.
Transfer
of Warrant and Warrant Shares.
The
Holder may sell, pledge, hypothecate, or otherwise transfer this Warrant, in
whole, in accordance with and subject to the terms and conditions set forth
in
the Subscription Agreement and then only if such sale, pledge, hypothecation,
or
transfer is made in compliance with the Act or pursuant to an available
exemption from registration under the Act relating to the disposition of
securities.
5.
Loss
of Warrant.
Upon
receipt by the Company of evidence satisfactory to it of the loss, theft, or
destruction of this Warrant, and of indemnification satisfactory to it, or
upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new warrant of like tenor.
6.
Rights
of the Holder.
No
provision of this Warrant shall be construed as conferring upon the Holder
the
right to vote, consent, receive dividends or receive notice other than as
expressly provided herein. Prior to exercise, no provision hereof, in the
absence of affirmative action by the Holder to exercise this Warrant, and no
enumeration herein of the rights or privileges of the Holder, shall give rise
to
any liability of the holder for the purchase price of any warrant shares or
as a
stockholder of the Company, whether such liability is asserted by the Company
or
by creditors of the Company.
7.
Number
of Warrant Shares.
This
Warrant shall be exercisable for 300,000 shares of the Company’s Common Stock,
as adjusted in accordance with this Agreement.
8.
Exercise
Price; Adjustment of Warrants.
a.
Determination
of Exercise Price.
The per
share purchase price (the “Exercise Price”) for each of the Warrant Shares
purchasable under this Warrant shall be equal to $0.12.
b. Adjustment
for Mergers or Reorganization, etc.
In case
of any consolidation or merger of the Company with or into another corporation
or the conveyance of all or substantially all of the assets of the Company
to
another corporation, this Warrant shall be exercisable into the number of shares
of stock or other securities or property to which a holder of the number of
shares of Common Stock of the Company deliverable upon exercise of this Warrant
would have been entitled upon such consolidation, merger or conveyance; and,
in
any such case, appropriate adjustment (as determined by the Board of Directors
of the Company) shall be made in the application of the provisions herein set
forth with respect to the rights and interest thereafter of the holder of this
Warrant, to the end that the provisions set forth herein shall thereafter be
applicable, as nearly as reasonable may be, in relation to any shares of stock
or other property thereafter deliverable upon the exercise of this Warrant.
c.
NO
IMPAIRMENT.
THE
COMPANY WILL NOT, THROUGH ANY REORGANIZATION, TRANSFER OF ASSETS, CONSOLIDATION,
MERGER, DISSOLUTION, ISSUE OR SALE OF SECURITIES OR ANY OTHER VOLUNTARY ACTION,
AVOID OR SEEK TO AVOID THE OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS TO
BE
OBSERVED OR PERFORMED HEREUNDER BY THE COMPANY, BUT WILL AT ALL TIMES IN GOOD
FAITH ASSIST IN THE CARRYING OUT OF ALL THE PROVISIONS OF THIS SECTION AND
IN
THE TAKING OF ALL SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO
PROTECT THE EXERCISE RIGHTS OF THE HOLDER OF THIS WARRANT AGAINST IMPAIRMENT.
d. Issue
Taxes.
The
Company shall pay issue taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on exercise of this Warrant, in whole;
provided, however, that the Company shall not be obligated to pay any transfer
taxes resulting from any transfer requested by any holder in connection with
any
such exercise.
e.
Reservation
of Stock Issuable Upon Conversion.
The
Company shall at all times reserve and keep available out of its authorized
but
unissued shares of common stock, solely for the purpose of effecting the
exercise of this Warrant, such number of its shares of common stock as shall
from time to time be sufficient to effect the exercise of this Warrant; and
if
at any time the number of authorized but unissued shares of common stock shall
not be sufficient to effect the exercise of this Warrant, the Company will
take
all appropriate corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of common stock to
such
number of shares as shall be sufficient for such purpose.
8
f.
Adjustment.
The
Exercise Price shall be adjusted downward in the event the Company issues common
stock (or securities exercisable for or convertible into or exchangeable for
common stock) at a price below the Exercise Price, to a price equal to such
issue price.
9. Certain
Distributions.
In case
the Company shall, at any time, prior to the Expiration Date, declare any
distribution of its assets to holders of its common stock as a partial
liquidation, distribution or by way of return of capital, other than as a
dividend payable out of earnings or any surplus legally available for dividends,
then the Holder shall be entitled, upon the proper exercise of this Warrant
in
whole prior to the effecting of such declaration, to receive, in addition to
the
shares of common stock issuable on such exercise, the amount of such assets
(or
at the option of the Company a sum equal to the value thereof at the time of
such distribution to holders of common stock as such value is determined by
the
Board of Directors of the Company in good faith), which would have been payable
to the Holder had it been a holder of record of such shares of common stock
on
the record date for the determination of those holders of Common Stock entitled
to such distribution.
10. Dissolution
or Liquidation.
In case
the Company shall, at any time prior to the Expiration Date, dissolve, liquidate
or wind up its affairs, the Holder shall be entitled, upon the proper exercise
of this Warrant in whole and prior to any distribution associated with such
dissolution, liquidation, or winding up, to receive on such exercise, in lieu
of
the shares of Common Stock to which the Holder would have been entitled, the
same kind and amount of assets as would have been distributed or paid to the
Holder upon any such dissolution, liquidation or winding up, with respect to
such shares of Common Stock had the Holder been a holder of record of such
share
of Common Stock on the record date for the determination of those holders of
Common Stock entitled to receive any such dissolution, liquidation, or winding
up distribution.
11.
Reclassification
or Reorganization.
In case
of any reclassification, capital reorganization or other change of outstanding
shares of common stock of the Company (other than a change in par value, or
from
par value to no par value, or from no par value to par value, or as a result
of
an issuance of common stock by way of dividend or other distribution or of
a
subdivision or combination), the Company shall cause effective provision to
be
made so that the Holder shall have the right thereafter by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and PROPERTY RECEIVABLE UPON SUCH RECLASSIFICATION, CAPITAL REORGANIZATION
OR
OTHER CHANGE, BY A HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK WHICH MIGHT
HAVE BEEN PURCHASED UPON EXERCISE OF THIS WARRANT IMMEDIATELY PRIOR TO SUCH
RECLASSIFICATION OR CHANGE. ANY SUCH PROVISION SHALL INCLUDE PROVISION FOR
ADJUSTMENTS WHICH SHALL BE AS NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO THE
ADJUSTMENTS PROVIDED FOR IN THIS WARRANT. THE FOREGOING PROVISIONS OF THIS
SECTION 12 SHALL SIMILARLY APPLY TO SUCCESSIVE RECLASSIFICATIONS, CAPITAL
REORGANIZATIONS AND CHANGES OF SHARES OF COMMON STOCK. IN THE EVENT THAT IN
ANY
SUCH CAPITAL REORGANIZATION, RECLASSIFICATION, OR OTHER CHANGE, ADDITIONAL
SHARES OF COMMON STOCK SHALL BE ISSUED IN EXCHANGE, CONVERSION, SUBSTITUTION
OR
PAYMENT, IN WHOLE, FOR OR OF A SECURITY OF THE COMPANY OTHER THAN COMMON STOCK,
ANY AMOUNT OF THE CONSIDERATION RECEIVED UPON THE ISSUE THEREOF BEING DETERMINED
BY THE BOARD OF DIRECTORS OF THE COMPANY SHALL BE FINAL AND BINDING ON THE
HOLDER.
12.
Miscellaneous.
a.
Successors
and Assigns.
The
terms and conditions of this Agreement shall inure to the benefit of, and be
binding upon, the respective successors and assigns of the parties, except
to
the extent otherwise provided herein. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto
or
their respective successors and assigns, any rights, remedies, obligations
or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
b.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California without regard to the principles of conflict of laws
thereof.
9
c. Counterparts;
Delivery by Facsimile.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument. Delivery of this Agreement may be effected by facsimile.
d.
Titles
and Subtitles.
The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.
e.
Notices.
Unless
otherwise provided, any notice required or permitted hereunder shall be given
by
personal service upon the party to be notified by certified mail, return receipt
requested and: (i) if to the Company, addressed to Itec Environmental Group,
Inc., 0000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, or at such other address
as
the Company may designate by notice to each of the Investors in accordance
with
the provisions of this Section; and (ii) if to the Warrant holder, at the
address indicated on the signature page hereof, or at such other addresses
as
such Holder may designate by notice to the Company in accordance with the
provisions of this Section.
f.
Amendments
and Waivers.
Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
prospectively or retroactively), only with the written consent of the Company
and a majority in interest of the Holders.
g.
Entire
Agreement.
This
Agreement, the Memorandum (including the appendices and schedules thereto)
by
and between the Company and the Holder, constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof and
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto.
IN
WITNESS WHEREOF, the undersigned hereby sets is hand and seal this
21st
day of
July, 2006.
Itec
Environmental Group, Inc.
By:
/s/
Xxxx De Laurentiis
Name: Xxxx De Laurentiis
Title: President and Chief Executive Officer
Investor
Name: Ji “Xxxxxxx” X. Xxxx
Investor
Address: __________________________________
_________________________________________________
_________________________________________________
10
EXHIBIT
A
NOTICE
OF EXERCISE
(To
be
signed only upon exercise of the Warrant)
TO:
Itec
Environmental Group, Inc.
The
undersigned, hereby irrevocably elects to exercise the purchase rights
represented by the Warrant granted to the undersigned on ______________ and
to
purchase thereunder __________* shares of Common Stock of Itec Environmental
Group, Inc. (the “Company”).
Dated:
________________
_________________________________________
(Signature
must conform in all respects to name
of
holder
as specified on the face of the Warrant)
_________________________________________
(Please
Print Name)
_________________________________________
(Address)
*
Insert
here the number of shares being exercised, without making any adjustment for
additional Common Stock of the Company, other securities or property which,
pursuant to the adjustment provisions of the Warrant, may be deliverable upon
exercise.
11