Exhibit 10.10
Execution Version
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of the
9th day of November, 2005, by and among IT&E International Group, a Nevada
corporation (the "Company") and Gene Resnick, M.D. (the "Shareholder").
RECITALS
WHEREAS, the Company, Millennix, Inc., a New York Corporation ("Millennix") and
the Shareholder are parties to that certain Asset Purchase Agreement dated
November 9, 2005 (the "Asset Purchase Agreement");
WHEREAS, the Shareholder received his respective Registerable Securities upon
distribution from Millennix in accordance with Section 3.2(d) of the Asset
Purchase Agreement; and
WHEREAS, this Agreement is being entered into and delivered in accordance with
Sections 4.2(c) and 4.3(b) of the Asset Purchase Agreement in order to grant
certain registration rights to the Holder 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" MEANS GENE RESNICK OR HIS 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, (II) SOLD IN A PRIVATE TRANSACTION IN WHICH THE
TRANSFEROR'S RIGHTS UNDER ARTICLE 2 OF THIS AGREEMENT ARE NOT ASSIGNED, OR
(III) HELD BY A HOLDER (TOGETHER WITH ITS AFFILIATES) IF, AS REFLECTED ON THE
COMPANY'S LIST OF STOCKHOLDERS, SUCH HOLDER (TOGETHER WITH ITS AFFILIATES)
BENEFICIALLY OWNS LESS THAN TEN PERCENT (10%) OF THE COMPANY'S OUTSTANDING
COMMON STOCK,
and all shares of Common Stock of the Company issuable or issued upon conversion
of the Shares held by and issuable to such Holder (and its affiliates) may be
sold pursuant to Rule 144 during any ninety (90) day period.
(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 SECTION 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