COVENANT TO ADJUST
This
Covenant to Adjust (this “Agreement”) is entered into as of November ___, 2005,
by and between ITEC ENVIRONMENTAL GROUP, INC., a Delaware corporation (the
“Company”) and each certain purchaser (each a “Purchaser” and together the
“Purchasers”) with reference to the following:
The
Company is issuing Common Stock (the “Common Stock”) to the Purchasers pursuant
to that certain Common Stock Purchase Agreement (“Purchase Agreement”) for a
negotiated price of $0.17 per share (the “Original Purchase
Price”).
NOW,
THEREFORE, the
parties agree as follows:
1. The
Original Purchase Price shall be adjusted as follows:
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(i)
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If
the Efficiency Condition (as defined below) is not satisfied on
or prior
to January 1, 2006, the Original Purchase Price shall be reduced
to $0.15
per share.
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(ii)
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If
the Efficiency Condition is not satisfied on or prior to February
1, 2006,
the Original Purchase Price shall be reduced to $0.13 per
share.
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(iii)
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If
the Efficiency Condition is not satisfied on or prior to March
1, 2006,
the Original Purchase Price shall be reduced to $0.11 per
share.
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For
purposes of this section, the “Efficiency Condition” will be satisfied when the
Company’s plant is operational and processing material using the ECO2TM System
at a rate of at least to process 75,000 pounds of material per month measured
over ten (10) consecutive business days while achieving at a 90% level of
purity
and cleanliness for the processed material.
2. Any
reduction in the Original Purchase Price with respect to any Purchaser shall
be
implemented, at the option of such Purchaser: (i) without reducing such
Purchaser’s aggregate purchase price, by the issuance of additional shares, or
(ii) without increasing the number of shares purchased by such Purchaser,
by the
refund of the excess Original Purchaser Price theretofore paid.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
first
written above.
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ITEC
ENVIRONMENTAL GROUP, INC.,
a
Delaware Corporation
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| Name: |
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AGREED
AND ACCEPTED:
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| PURCHASER: |
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| By: |
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| Name: |
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| Title: |
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