ITEC ENVIRONMENTAL GROUP, INC. INVESTOR RIGHTS AGREEMENT
ITEC
ENVIRONMENTAL GROUP, INC.
This
Investor Rights Agreement (this “Agreement”)
is
made and entered into as of November ____, 2005 (the “Effective
Date”)
by and
among Itec Environmental Group, Inc., a Delaware corporation (the “Company”)
and
the purchasers of Common Stock (the “Securities”)
set
forth on the Schedule of Purchasers to that certain Common Stock Purchase
Agreement dated as of the date hereof (the “Purchasers”
or the
“Investors”).
RECITALS
WHEREAS,
in order to induce the Company to enter into that certain Common Stock Purchase
Agreement (the “Purchase
Agreement”)
and to
induce the Investors to invest in the Company pursuant to the Purchase
Agreement, the parties hereto desire to enter into this Agreement and to
provide
registration and other rights to the Investors.
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
AGREEMENT
1. REGISTRATION
RIGHTS.
1.1 Definitions.
For
purposes of this Section 1:
(a) Registration.
The
terms “register,”“registered,”
and
“registration”
refer
to a registration effected by preparing and filing a registration statement
in
compliance with the Securities Act of 1933, as amended (the “Securities
Act”),
and
the declaration or ordering of effectiveness of such registration
statement.
(b) Registrable
Securities.
The
term “Registrable Securities”
means:
(i) any and all shares of the Company’s common stock (“Common
Stock”)
issued
or issuable upon the conversion of Securities issued under the Purchase
Agreement and (ii) any shares of Common Stock 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, in exchange
for or
in replacement of, all such shares of Common Stock described in clause (i)
of this subsection (b); excluding
in all
cases, however, any Registrable Securities sold by a person in a transaction
in
which rights under this Section 1 are not assigned in accordance with
this
Agreement or any Registrable Securities sold to the public or sold pursuant
to
Rule 144 promulgated under the Securities Act (“Excluded
Shares”).
(c) Registrable
Securities Then Outstanding.
“Registrable
Securities then outstanding”
shall
mean the number of shares of Common Stock which are Registrable Securities
and
(1) are then issued and outstanding or (2) are then issuable
pursuant
to the exercise or conversion of then outstanding and then exercisable options,
warrants or convertible securities.
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(d) Holder.
For
purposes of this Section 1 and Section 2 hereof, the term
“Holder”
or
“Holders”
means
any person or persons owning of record Registrable Securities that have not
been
sold to the public or pursuant to Rule 144 promulgated under the Securities
Act or any assignee of record of such Registrable Securities to whom rights
under this Section 1 have been duly assigned in accordance with this
Agreement; provided,
however,
that
for purposes of this Agreement, a record holder of Securities convertible
into
such Registrable Securities shall be deemed to be the Holder of such Registrable
Securities.
(e) Form S-3.
The
term “Form S-3”
means
such form under the Securities Act as is in effect on the date hereof or
any
successor registration form under the Securities Act subsequently adopted
by the
SEC (as defined below) which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the
SEC.
(f) SEC.
The
term “SEC”
means
the United States Securities and Exchange Commission.
1.2 Piggyback Registrations.
The
Company shall notify all Holders of Registrable Securities in writing at
least
thirty (30) days prior to filing any registration statement under the Securities
Act for purposes of effecting a public offering of securities of the Company
(including, but not limited to, registration statements relating to secondary
offerings of securities of the Company, but excluding
registration statements relating to any registration under any employee benefit
plan or a corporate reorganization) and will afford each such Holder an
opportunity to include in such registration statement all or any part of
the
Registrable Securities then held by such Holder. Each Holder desiring to
include
in any such registration statement all or any part of the Registrable Securities
held by such Holder shall, within twenty (20) days after receipt of the
above-described notice from the Company, so notify the Company in writing,
and
in such notice shall inform the Company of the number of Registrable Securities
such Holder wishes to include in such registration statement. If a Holder
decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Holder shall nevertheless
continue to have the right to include any Registrable Securities in any
subsequent registration statement or registration statements as may be filed
by
the Company with respect to offerings of its securities, all upon the terms
and
conditions set forth herein.
(a) Underwriting.
If a
registration statement under which the Company gives notice under this
Section 1.2 is for an underwritten offering, then the Company shall
so
advise the Holders of Registrable Securities. In such event, the right of
any
such Holder’s Registrable Securities to be included in a registration pursuant
to this Section 1.2 shall be conditioned upon such Holder’s participation
in such underwriting and the inclusion of such Holder’s Registrable Securities
in the underwriting to the extent provided herein. All Holders proposing
to
distribute their Registrable Securities through such underwriting shall enter
into an underwriting agreement in customary form with the managing underwriter
or underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Agreement, if the managing underwriter(s) determine(s)
in good
faith that marketing factors require a limitation of the number of shares
to be
underwritten, then the managing underwriter(s) may exclude shares (including
Registrable Securities) from the registration and the underwriting, and the
number of shares that may be included in the registration and the underwriting
shall be allocated, first,
to the
Company, and second,
to each
of the Holders requesting inclusion of their Registrable Securities in such
registration statement on a pro rata basis based on the total number of
Registrable Securities then held by each such Holder. If any Holder disapproves
of the terms of any such underwriting, such Holder may elect to withdraw
therefrom by written notice to the Company and the underwriter, delivered
at
least ten (10) business days prior to the effective date of the registration
statement. Any Registrable Securities excluded or withdrawn from such
underwriting shall be excluded and withdrawn from the registration. For any
Holder which is a partnership or corporation, the partners, retired partners
and
shareholders of such Holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing persons shall be deemed to be a single “Holder,” and any pro rata
reduction with respect to such “Holder” shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such “Holder,” as defined in this sentence.
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(b) Expenses.
All
expenses incurred in connection with a registration pursuant to this
Section 1.2 (excluding underwriters’ and brokers’ discounts and
commissions), including, without limitation all federal and “blue sky”
registration and qualification fees, printers’ and accounting fees, fees and
disbursements of counsel for the Company and the reasonable fees and
disbursements of one (1) counsel for the selling Holder or Holders shall
be
borne by the Company.
1.3 Obligations
of the Company.
Whenever required to effect the registration of any Registrable Securities
under
this Agreement, the Company shall, as expeditiously as reasonably
possible:
(a) prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement
to
become effective, and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective for up to ninety (90) days;
(b) prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement;
(c) furnish
to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such
other documents as they may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by them that are included
in
such registration;
(d) use
its
best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions
as
shall be reasonably requested by the Holders, provided that the Company shall
not be required in connection therewith or as a condition thereto to qualify
to
do business or to file a general consent to service of process in any such
states or jurisdictions;
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(e) in
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form,
with
the managing underwriter(s) of such offering (it being understood and agreed
that, as a condition to the Company’s obligations under this clause (e),
each Holder participating in such underwriting shall also enter into and
perform
its obligations under such an agreement);
(f) notify
each Holder of Registrable Securities covered by such registration statement
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein
not
misleading in the light of the circumstances then existing; and
(g) furnish,
at the request of any Holder requesting registration of Registrable Securities,
on the date that such Registrable Securities are delivered to the underwriters
for sale, if such securities are being sold through underwriters, or, if
such
securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective,
(i) an opinion, dated as of such date, of the counsel representing
the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the Holders requesting
registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities and (ii) a “comfort”
letter dated as of such date, from the independent certified public accountants
of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering
and reasonably satisfactory to a majority in interest of the Holders requesting
registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.
1.4 Furnish
Information.
It
shall be a condition precedent to the obligations of the Company to take
any
action pursuant to Section 1.2 hereof that the selling Holders shall
furnish to the Company such information regarding themselves, the Registrable
Securities held by them and the intended method of disposition of such
securities as shall be required to timely effect the registration of their
Registrable Securities.
1.5 Delay
of Registration.
No
Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy
that
might arise with respect to the interpretation or implementation of this
Section 1.
1.6 Indemnification.
In the
event any Registrable Securities are included in a registration statement
under
Section 1.2 hereof:
(a) By
the
Company.
To the
extent permitted by law, the Company will indemnify and hold harmless each
Holder, the partners, officers and directors of each Holder, any underwriter
(as
defined in the Securities Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Securities
Act or
the Securities Exchange Act of 1934, as amended, (the “Exchange
Act”),
against any losses, claims, damages, or liabilities (joint or several) to
which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a “Violation”):
4
(i) any
untrue statement or alleged untrue statement of a material fact contained
in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements
thereto;
(ii) the
omission or alleged omission to state therein a material fact required to
be
stated therein, or necessary to make the statements therein not misleading;
or
(iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any federal or state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any federal or
state
securities law in connection with the offering covered by such registration
statement;
and
the
Company will reimburse each such Holder, partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending
any
such loss, claim, damage, liability or action; provided,
however,
that
the indemnity agreement contained in this subsection 1.6(a) shall
not apply
to amounts paid in settlement of any such loss, claim, damage, liability
or
action if such settlement is effected without the consent of the Company
(which
consent shall not be unreasonably withheld), nor shall the Company be liable
in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for
use in connection with such registration by such Holder, partner, officer,
director, underwriter or controlling person of such Holder.
(b) By
Selling Holders.
To the
extent permitted by law, each selling Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who have signed
the
registration statement, each person, if any, who controls the Company within
the
meaning of the Securities Act, any underwriter and any other Holder selling
securities under such registration statement or any of such other Holder’s
partners, directors or officers or any person who controls such Holder within
the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages or liabilities (joint or several) to which the Company or
any
such director, officer, controlling person, underwriter or other such Holder,
partner or director, officer or controlling person of such other Holder may
become subject under the Securities Act, the Exchange Act or other federal
or
state law, insofar as such losses, claims, damages or liabilities (or actions
in
respect thereto) arise out of or are based upon any Violation, in each case
to
the extent (and only to the extent) that such Violation occurs in reliance
upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will
reimburse any legal or other expenses reasonably incurred by the Company
or any
such director, officer, controlling person, underwriter or other Holder,
partner, officer, director or controlling person of such other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided,
however,
that
the indemnity agreement contained in this subsection 1.6(b) shall not apply
to
amounts paid in settlement of any such loss, claim, damage, liability or
action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; and provided further,
that
the total amounts payable in indemnity by a Holder under this Section 1.6(b)
in
respect of any Violation shall not exceed the net proceeds received by such
Holder in the registered offering out of which such Violation
arises.
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(c) Notice.
Promptly after receipt by an indemnified party under this Section 1.6
of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made
against
any indemnifying party under this Section 1.6, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the parties;
provided,
however,
that an
indemnified party shall have the right to retain its own counsel, with the
fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would
be
inappropriate due to actual or potential conflict of interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party
of
any liability to the indemnified party under this Section 1.6, but
the
omission so to deliver written notice to the indemnifying party will not
relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section 1.6.
(d) Defect
Eliminated in Final Prospectus.
The
foregoing indemnity agreements of the Company and Holders are subject to
the
condition that, insofar as they relate to any Violation made in a preliminary
prospectus but eliminated or remedied in the amended prospectus on file with
the
SEC at the time the registration statement in question becomes effective
or the
amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the
“Final
Prospectus”),
such
indemnity agreement shall not inure to the benefit of any person if a copy
of
the Final Prospectus (i) was furnished to the indemnified party and
(ii) was not furnished to the person asserting the loss, liability,
claim
or damage at or prior to the time such action is required by the Securities
Act.
(e) Contribution.
In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any Holder exercising
rights under this Agreement, or any controlling person of any such Holder,
makes
a claim for indemnification pursuant to this Section 1.6 but it is
judicially determined (by the entry of a final judgment or decree by a court
of
competent jurisdiction and the expiration of time to appeal or the denial
of the
last right of appeal) that such indemnification may not be enforced in such
case
notwithstanding the fact that this Section 1.6 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be
required
on the part of any such selling Holder or any such controlling person in
circumstances for which indemnification is provided under this Section 1.6;
then, and in each such case, the Company and such Holder will contribute
to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such Holder is
responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by and sold under the
registration statement bears to the public offering price of all securities
offered by and sold under such registration statement, and the Company and
other
selling Holders are responsible for the remaining portion; provided,
however,
that,
in any such case, (A) no such Holder will be required to contribute
any
amount in excess of the public offering price of all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement and
(B) no person or entity guilty of fraudulent misrepresentation (within
the
meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.
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(f) Survival.
The
obligations of the Company and Holders under this Section 1.6 shall
survive
the completion of any offering of Registrable Securities in a registration
statement, and otherwise.
1.7 Rule 144
Reporting.
With a
view to making available the benefits of certain rules and regulations of
the
SEC which may at any time permit the sale of the Registrable Securities to
the
public without registration, after such time as a public market exists for
the
Common Stock of the Company, the Company agrees to:
(a) make
and
keep public information available, as those terms are understood and defined
in
Rule 144 under the Securities Act, at all times after the effective
date of
the first registration under the Securities Act filed by the Company for
an
offering of its securities to the general public;
(b) use
its
best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act
(at any time after it has become subject to such reporting requirements);
and
(c) as
long
as a Holder owns any Registrable Securities, to furnish to the Holder forthwith
upon request a written statement by the Company as to its compliance with
the
reporting requirements of said Rule 144 (at any time after ninety
(90) days
after the effective date of the first registration statement filed by the
Company for an offering of its securities to the general public), and of
the
Securities Act and the Exchange Act (at any time after it has become subject
to
the reporting requirements of the Exchange Act), a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
of the Company as a Holder may reasonably request in availing itself of any
rule
or regulation of the SEC allowing a Holder to sell any such securities without
registration (at any time after the Company has become subject to the reporting
requirements of the Exchange Act).
1.8 Termination
of the Company’s Obligations.
The
Company shall have no obligations pursuant to Section 1.2 with respect
to:
(i) any request or requests for registration made by any Holder on
a date
more than two (2)
years
after the closing date of the first firmly underwritten public offering of
Common Stock of the Company pursuant to a Registration Statement filed with,
and
declared effective by, the SEC under the Securities Act, on the terms and
conditions approved by the Board of Directors and in which the Company receives
gross proceeds of at least $10 million before deduction of underwriting
discounts and expenses (an “Initial
Public Offering”)
or
(ii) any Registrable Securities proposed to be sold by a Holder in
a
registration pursuant to Section 1.2 if, in the opinion of counsel
to the
Company, all such Registrable Securities proposed to be sold by a Holder
may be
sold in a three-month period without registration under the Securities Act
pursuant to Rule 144 under the Securities Act.
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1.9 Limitations
on Subsequent Registration Rights.
From
and after the date of this Agreement, the Company shall not, without the
prior
written consent of the Holders of a majority of the Registrable Securities
then
outstanding, enter into any agreement with any holder or prospective holder
of
any securities of the Company that provides such holder or prospective holder
with registration rights superior to the registration rights provided to
the
Investors pursuant to this Section 1.
2. ASSIGNMENT
AND AMENDMENT.
2.1 Assignment.
Notwithstanding anything herein to the contrary, the registration rights
of a
Holder under Section 1 and the information rights under Section 3
may
be assigned only to (i) a party who acquires all the Registrable Securities
or (ii)(A) a shareholder, partner, member, or beneficiary of such
Holder;
(B) a spouse, child, parent or beneficiary of the estate of such Holder
or
(C) a trust for the benefit of the persons set forth in (A) or (B);
provided,
however,
that no
party may be assigned any of the foregoing rights unless the Company is given
written notice by the assigning party at the time of such assignment stating
the
name, address and tax identification number of the assignee and identifying
the
securities of the Company as to which the rights in question are being assigned;
and provided further
that any
such assignee shall receive such assigned rights subject to all the terms
and
conditions of this Agreement, including without limitation the provisions
of
this Section 2.
2.2 Amendment
of Rights.
Any
provision of this Agreement may be amended and the observance thereof may
be
waived (either generally or in a particular instance and either retroactively
or
prospectively), only with the written consent of the Company and Investors
(and/or any of their permitted successors or assigns) holding shares of
Registrable Securities and/or Common Stock. Any amendment or waiver effected
in
accordance with this Section 2.2 shall be binding upon each Investor,
each
Holder, each permitted successor or assignee of such Investor or Holder and
the
Company.
3. INFORMATION
RIGHTS.
3.1 Financial
Statements and Reports.
So long
as the Investors continue to hold Registrable Securities: As soon as practicable
after the end of each fiscal year of the Company, and in any event within
one
hundred fifty (150) days thereafter, an unaudited consolidated balance sheet
of
the Company and its subsidiaries, if any, as of the end of such year and
unaudited consolidated statements of income, shareholders’ equity and cash flows
for such year, which year-end financial reports shall be in reasonable detail
prepared in accordance with generally accepted accounting principles;
and
3.2 Termination.
The
covenants set forth in this Section 3 shall terminate and be of no
further
force and effect after the closing of the Company’s Initial Public
Offering.
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4. GENERAL
PROVISIONS.
4.1 Notices.
All
notices and other communications required or permitted hereunder shall be
in
writing and shall be deemed effectively given (i) upon actual delivery to
the
party to be notified, (ii) 24 hours after confirmed facsimile transmission,
or
(iii) one business day after deposit with a recognized overnight courier,
addressed (a) if to the Purchaser, at the Purchaser’s address set forth on
the Schedule of Purchasers in the Purchase Agreement, or at such other address
as the Purchaser shall have furnished to the Company in writing upon 10 days’
notice, (b) if to any other holder of any Registrable Securities,
at such
address as such holder shall have furnished the Company in writing upon 10
days’
notice or, until any such holder so furnishes an address to the Company,
to and
at the address of the last holder of such Registrable Securities who has
so
furnished an address to the Company or (c) if to the Company, at the
address set forth in the signature page, or at such other address as the
Company
shall have furnished to the Purchaser upon 10 days’ notice.
4.2 Entire
Agreement.
This
Agreement, together with all the exhibits hereto, constitutes and contains
the
entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings, duties or obligations between the parties respecting
the subject matter hereof.
4.3 Governing
Law.
This
Agreement shall be governed in all respects by the internal laws of the State
of
California, without reference to principles of choice of law.
4.4 Severability.
If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then such provision(s) shall be excluded
from
this Agreement and the balance of the Agreement shall be interpreted as if
such
provision(s) were so excluded and shall be enforceable in accordance with
its
terms.
4.5 Third
Parties.
Nothing
in this Agreement, express or implied, is intended to confer upon any person,
other than the parties hereto and their successors and assigns, any rights
or
remedies under or by reason of this Agreement.
4.6 Successors
and Assigns.
Subject
to the provisions of Section 2.1, the provisions of this Agreement
shall
inure to the benefit of, and shall be binding upon, the successors and permitted
assigns of the parties hereto.
4.7 Captions.
The
captions to sections of this Agreement have been inserted for identification
and
reference purposes only and shall not be used to construe or interpret this
Agreement. All references in this Agreement to sections, paragraphs, exhibits
and schedules shall, unless otherwise provided, refer to sections and paragraphs
hereof and exhibits and schedules attached hereto, all of which exhibits
and
schedules are incorporated herein by this reference.
4.8 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
enforceable against the parties actually executing such counterparts, and
all of
which together shall constitute one instrument.
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4.9 Costs
and Attorneys’ Fees.
Notwithstanding any other provision herein, if any action at law or in equity
is
necessary to enforce or interpret the terms of this Agreement or the exhibits
hereto, the prevailing party shall be entitled to reasonable attorneys’ fees,
costs and disbursements in addition to any other relief to which such party
may
be entitled.
4.10 Aggregation of Stock.
All
shares held or acquired by affiliated entities or persons shall be aggregated
together for the purpose of determining the availability of any rights under
this Agreement.
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OF
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IN
WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement
as of the date and year first above written.
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ITEC
ENVIRONMENTAL GROUP, INC.,
a
Delaware Corporation
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SIGNATURE
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SIGNATURE
PAGE TO INVESTOR RIGHTS AGREEMENT