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”).
