AGREEMENT TO FILE JOINT STATEMENT ON SCHEDULE 13DCumulus Investors LLC • September 4th, 2008 • Services-commercial physical & biological research
The undersigned hereby agree to file a joint statement on Schedule 13D on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934.
SECURITIES PURCHASE AGREEMENTSecurity Agreement • September 4th, 2008 • Cumulus Investors LLC • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2008, by and among Averion International Corp., a Delaware corporation, with principal offices located at 225 Turnpike Road, Southborough, Massachusetts 01772 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
SECURITIES PURCHASE AGREEMENTSecurity Agreement • September 4th, 2008 • Cumulus Investors LLC • Services-commercial physical & biological research • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 31, 2007 among AVERION INTERNATIONAL CORP., a Delaware corporation (the “Company”), IT&E INTERNATIONAL, a California corporation (“IT&E”) and AVERION INC., a Delaware corporation (“Averion Inc.” and together with the Company, IT&E and each other person or entity who becomes a party to this hereto by execution of a joinder in the form attached as Exhibit A (each individually a “Debtor” and, collectively, the “Debtors”) and Cumulus Investors, LLC, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter defined).
