AVERION INTERNATIONAL CORP.Subscription Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
SUBSCRIPTION AGREEMENT made as of this day of , 2006 between Averion International Corp., a corporation organized under the laws of the State of Delaware with offices at 225 Turnpike Road, Southborough, MA 01772 (the “Company”), and the undersigned (the “Subscriber”).
AVERION INTERNATIONAL CORP. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
This Placement Agency Agreement (this “Agreement”) confirms the retention by Averion International Corp., a Delaware corporation (the “Company”), of Commonwealth Associates, L.P., a New York limited partnership (“Commonwealth”), to act as the placement agent, on a best efforts basis, in connection with a private placement for the Company, on the terms set forth below. Commonwealth may engage one or more co-placement agents acceptable to the Company (each, a “Co-Placement Agent” and together with Commonwealth, the “Placement Agents”).
Officer, Director and Securityholder Lock-Up AgreementAgency Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
The undersigned (the “Securityholder”) understands that Commonwealth Associates, L.P., acting as the placement agent (the “Placement Agent”), has entered into that certain Placement Agency Agreement dated October 17, 2006, as amended on November 8, 2006 (the “Agency Agreement”) with Averion International Corp. (the “Company”), providing for the private placement (the “Offering”) by the Placement Agent of the Company’s common stock, par value $0.001 per share (the “Common Stock” and, such shares in the Offering, the “Shares”).
Averion International Corp. 225 Turnpike Road Southborough, MA 01772 November 20, 2006Averion International Corp. • March 30th, 2007 • Services-commercial physical & biological research
Re: Supplement to Lock-Up Agreements related to Averion International Corp.’s private placement as set forth in that certain Placement Agency Agreement, as amended, between Averion International Corp. and Commonwealth Associates, L.P. dated October 17, 2006 and as amended on November 8, 2006
AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
This amendment dated November 8, 2006 (the “Amendment”) to the Placement Agency Agreement dated as of October 17, 2006 (the “Agreement”) is made by and between Commonwealth Associates, L.P., a New York limited partnership (“Commonwealth”) and Averion International Corp., a Delaware corporation (the “Company”). Capitalized terms used in this Amendment shall have the same meanings as set forth in the Agreement, except as otherwise set forth herein.
ESCROW AGREEMENTEscrow Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
ESCROW AGREEMENT (this “Agreement”) dated as of November 8, 2006, by and among AVERION INTERNATIONAL CORP., a Delaware corporation (the “Company”), AMERICAN STOCK TRANSFER & TRUST COMPANY, a financial institution chartered under the laws of the State of New York (the “Agent”), and COMMONWEALTH ASSOCIATES, L.P., a New York limited partnership (“Commonwealth”).
AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
This AMENDMENT TO PLACEMENT AGENCY AGREEMENT (this “Amendment”) is made effective as of February 15, 2007, by and between Commonwealth Associates, L.P., a New York limited partnership (“Commonwealth”) and Averion International Corp., a Delaware corporation (the “Company”). Capitalized terms used in this Amendment shall have the same meaning set forth in the Agreement, except as otherwise set forth herein.
AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 30th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
This AMENDMENT TO PLACEMENT AGENCY AGREEMENT (this “Amendment”) is made effective as of January 31, 2007, by and between Commonwealth Associates, L.P., a New York limited partnership (“Commonwealth”) and Averion International Corp., a Delaware corporation (the “Company”). Capitalized terms used in this Amendment shall have the same meaning set forth in the Agreement, except as otherwise set forth herein.
