Exhibit 10.25
REGISTRATION RIGHTS AGREEMENT
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").
RECITALS
WHEREAS, the Company, Averion Inc., a Massachusetts Corporation ("Averion"),
Lavin, David Schoenfeld, Ellen Beeks, Andrew Lavin and Abby Lavin are parties to
that certain Agreement and Plan of Merger dated June 30, 2006 (the "Merger
Agreement");
WHEREAS, Lavin, David Schoenfeld, Ellen Beeks, Andrew Lavin and Abby Lavin
received their respective Registrable Securities in accordance with the Merger
Agreement; and
WHEREAS, this Agreement is being entered into and delivered in accordance with
Section 5.10 of the Merger Agreement in order to grant certain registration
rights to the Holders as set forth below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree hereto as follows:
ARTICLE 1.
GENERAL.
1.1.
DEFINITIONS.
AS USED IN THIS AGREEMENT THE FOLLOWING TERMS SHALL
HAVE THE FOLLOWING RESPECTIVE MEANINGS:
(A)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(B)
"HOLDER" OR "HOLDERS" MEANS LAVIN, DAVID SCHOENFELD, ELLEN BEEKS,
ANDREW LAVIN AND ABBY LAVIN OR THEIR PERMITTED ASSIGNS.
(C)
"REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING A REGISTRATION STATEMENT IN
COMPLIANCE WITH THE SECURITIES ACT, AND THE DECLARATION OR ORDERING OF
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR DOCUMENT.
(D)
"REGISTRABLE SECURITIES" MEANS (A) THE COMMON STOCK OF THE COMPANY
HELD BY THE HOLDERS AND (B) ANY COMMON STOCK OF THE COMPANY ISSUED AS (OR
ISSUABLE UPON THE CONVERSION OR EXERCISE OF ANY WARRANT, RIGHT OR OTHER SECURITY
WHICH IS ISSUED AS) A DIVIDEND OR OTHER DISTRIBUTION WITH RESPECT TO, OR IN
EXCHANGE FOR OR IN REPLACEMENT OF, SUCH ABOVE-DESCRIBED SECURITIES.
NOTWITHSTANDING THE FOREGOING, REGISTRABLE SECURITIES SHALL NOT INCLUDE ANY
SECURITIES (I) SOLD BY A PERSON TO THE PUBLIC EITHER PURSUANT TO A REGISTRATION
STATEMENT OR RULE 144 OF THE
SECURITIES ACT ("RULE 144"), OR (II) SOLD IN A PRIVATE TRANSACTION IN WHICH THE
TRANSFEROR'S RIGHTS UNDER ARTICLE 2 OF THIS AGREEMENT ARE NOT ASSIGNED.
(E)
"REGISTRABLE SECURITIES THEN OUTSTANDING" SHALL BE THE NUMBER OF
SHARES OF THE COMPANY'S COMMON STOCK THAT ARE REGISTRABLE SECURITIES AND EITHER
(I) ARE THEN ISSUED AND OUTSTANDING, OR (II) ARE ISSUABLE PURSUANT TO THEN
EXERCISABLE OR CONVERTIBLE SECURITIES.
(F)
"REGISTRATION EXPENSES" SHALL MEAN ALL EXPENSES INCURRED BY THE
COMPANY IN COMPLYING WITH SECTIONS 2.2 AND 2.3 HEREOF, INCLUDING, WITHOUT
LIMITATION, ALL REGISTRATION AND FILING FEES, PRINTING EXPENSES, FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY, REASONABLE FEES AND DISBURSEMENTS NOT
TO EXCEED TWENTY-FIVE THOUSAND DOLLARS ($25,000) OF A SINGLE SPECIAL COUNSEL FOR
THE HOLDERS, BLUE SKY FEES AND EXPENSES AND THE EXPENSE OF ANY SPECIAL AUDITS
INCIDENT