0001104659-07-083181 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
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GUARANTY
Guaranty • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York

This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 31st day of October, 2007, jointly and severally, by each of Averion, Inc., a Delaware corporation (“Averion Inc.”) and IT&E International, a California corporation (“IT&E,” and together with Averion Inc. and each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Cumulus Investors, LLC, a Nevada limited liability company, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the Buyers (as defined in the Purchase Agreement described below).

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND JOINDER AGREEMENT
Registration Rights Agreement and Joinder Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York

This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND JOINDER AGREEMENT (this “Amendment and Joinder”) is made effective as of November 5, 2007, by and among Averion International Corp., a Delaware corporation (the “Company”), ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”), Cumulus Investors, LLC, a Nevada limited liability company (“Cumulus”), Dr. Philip T. Lavin, an individual (“Lavin”), Gene Resnick, M.D., an individual (“Resnick”), MicroCapital Fund, Ltd., a Cayman-domiciled investment corporation (“MicroCap Ltd.”), and MicroCapital Fund LP, a Delaware limited partnership (“MicroCap LP”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).

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PLEDGE AGREEMENT
Pledge Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York

THIS PLEDGE AGREEMENT, made as of this 31st day of October, 2007 (this “Agreement”), is between AVERION INTERNATIONAL CORP., a Delaware corporation (“Pledgor”), and CUMULUS INVESTORS, LLC, a Nevada limited liability company, in its capacity as Collateral Agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).

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Contract of Employment Individual Conditions
Averion International Corp. • November 14th, 2007 • Services-commercial physical & biological research
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2007, by and among Averion International, Corp. a Delaware corporation, with principal offices located at 225 Turnpike Road, Southborough, Massachusetts 01772 (the “Company”), and the undersigned buyers (each, a “Buyer” and, collectively, the “Buyers”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of October 3, 2007, is entered into by and among Averion International Corp., a Delaware corporation and IT&E International, Inc., a California corporation (together, the “Seller”) on the one hand; and IT&E, Inc., a Pennsylvania corporation (“Buyer”), and Phil Clarke and Harvey F. Greenawalt (individually, a “Shareholder,” and collectively, the “Shareholders”) on the other hand.

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AMENDMENT TO SECURITY AGREEMENT AND JOINDER AGREEMENT
Security Agreement and Joinder Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York

This AMENDMENT TO SECURITY AGREEMENT AND JOINDER AGREEMENT (this “Amendment and Joinder”) is made effective as of November 5, 2007, by and among Averion International Corp., a Delaware corporation (the “Company”), Averion Inc., a Delaware corporation (“Averion Inc.”), and IT&E International, a California corporation (“IT&E”), on the one hand, and ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”), Cumulus Investors, LLC, a Nevada limited liability company (“Cumulus”), Dr. Philip T. Lavin, an individual (“Lavin”), Gene Resnick, M.D., an individual (“Resnick”), MicroCapital Fund, Ltd., a Cayman-domiciled investment corporation (“MicroCap Ltd.”), and MicroCapital Fund LP, a Delaware limited partnership (“MicroCap LP”), on the other hand. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).

Sample 1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JOINDER AGREEMENT
Securities Purchase Agreement and Joinder Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JOINDER AGREEMENT (this “Amendment and Joinder”) is made effective as of November 5, 2007, by and among Averion International Corp., a Delaware corporation (the “Company”), ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”), Cumulus Investors, LLC, a Nevada limited liability company (“Cumulus”), Dr. Philip T. Lavin, an individual (“Lavin”), Gene Resnick, M.D., an individual (“Resnick”), MicroCapital Fund, Ltd., a Cayman-domiciled investment corporation (“MicroCap Ltd.”), and MicroCapital Fund LP, a Delaware limited partnership (“MicroCap LP”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).

Sample 1
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN AVERION INTERNATIONAL CORP., AND CEREP S.A. DATED AS OF OCTOBER 31, 2007
Securities Purchase Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2007, is entered into by and between Averion International Corp., a Delaware corporation (the “Purchaser”), on the one hand, and Cerep S.A., a French corporation (the “Seller”) and on the other hand.

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SECURITY AGREEMENT
Security Agreement • November 14th, 2007 • Averion International Corp. • Services-commercial physical & biological research • New York
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October 31, 2007
Averion International Corp. • November 14th, 2007 • Services-commercial physical & biological research • New York

Reference is hereby made to that certain Securities Purchase Agreement, dated as of the date hereof, between Averion International Corp. (the “Company”) and the Buyers referenced therein (the “Buyers”), pursuant to which the Buyers have agreed to purchase from the Company and the Company has agreed to sell to the Buyers senior secured notes in the aggregate principal amount of up to $26,000,000 and other securities described therein (the “Purchase Agreement”). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Purchase Agreement.

Sample 1
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