Exhibit 10.48


 


PLEDGE AGREEMENT


 


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”).


 


WHEREAS:


 


A.                                   The
Buyers have purchased, and the Pledgor has executed and delivered to the Buyers
those certain senior secured notes each made by Pledgor and dated as of the
date hereof, or within thirty (30) days of the date hereof, in an original
aggregate principal amount of $26,000,000 (such notes, together with any
promissory notes or other securities issued in exchange or substitution
therefor or replacement thereof, and as any of the same may be amended,
supplemented, restated or modified and in effect from time to time,
individually a “Note” and collectively the “Notes”). The Notes were issued pursuant to a certain
Securities Purchase Agreement dated as of October 31, 2007 (as the same may be
amended, restated, supplemented or otherwise modified, the “Purchase Agreement”), among the Pledgor and the entities
listed on the Schedule of Buyers thereto (together with their respective
successors and assigns, the “Buyers”).


 


B.                                     Pledgor
legally and beneficially owns, directly or indirectly through one or more of
the following entities, one hundred percent (100%) of the issued and
outstanding shares of capital stock or other equity interests of each of (i) IT&E
International, a California corporation; and (ii) Averion Inc., a Delaware
corporation (each referred to herein as a “Pledge Entity”
and collectively as the “Pledge Entities”).


 


C.                                     Pursuant
to a Security Agreement of even date herewith by and among Pledgor, the other
entities party thereto as “Debtors” and Pledgee (as the same may be
amended, restated, modified or supplement and in effect from time to time, the “Security Agreement”), Pledgor has granted Pledgee, for its
benefit and the benefit of the Buyers, a first priority security interest in,
lien upon and pledge of its rights in the Collateral (as defined in the
Security Agreement).


 


D.                                    To
induce the Buyers to purchase the Notes, and in order to secure the payment and
performance by Pledgor of the Liabilities (as defined in the Security
Agreement), Pledgor has agreed to pledge to Pledgee all of the capital stock
and other equity interests and securities of the Pledge Entities now or
hereafter owned or acquired by Pledgor.


 


NOW, THEREFORE,
in consideration of the premises, to induce the Buyers to purchase the Notes
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Pledgor hereby agrees with Pledgee as follows:


 


1.                                       Defined
Terms. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings given them in the Purchase Agreement.


 

















 


2.                                       Pledge.
Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants
to Pledgee, for the benefit of itself and the Buyers, a first lien on and first
priority perfected security interest in (i) all of the capital stock or
other equity interests of the Pledge Entities now owned or hereafter acquired
by Pledgor (collectively, the “Pledged Shares”),
(ii) all other property hereafter delivered to, or in the possession or in
the custody of, Pledgee, in substitution for or in addition to the Pledged
Shares, (iii) any other property of Pledgor, as described in Section 4
below, whether now or hereafter delivered to, or in the possession or custody
of Pledgor on or in respect to the Pledged Shares, and (iv) all proceeds
of the collateral described in the preceding clauses (i), (ii) and
(iii) (the collateral described in clauses (i) through (iv) of
this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Liabilities. All of the Pledged Shares now
owned by Pledgor which are presently represented by certificates are listed on Exhibit A
hereto, which certificates, with undated assignments separate from certificates
or stock powers duly executed in blank by Pledgor and irrevocable proxies, are
being delivered to Pledgee within fifteen (15) Business Days after the Closing.
Upon the creation or acquisition of any new Pledged Shares, Pledgor shall
execute an Addendum in the form of Exhibit B attached hereto
(a “Pledge Addendum”). Any Pledged
Collateral described in a Pledge Addendum executed by Pledgor shall thereafter
be deemed to be listed on Exhibit A hereto. Pledgee shall maintain
actual physical possession and custody of the certificates representing the
Pledged Shares and any additional Pledged Collateral. Pledgor covenants and
agrees that it will not vote or otherwise consent to the issuance by any Pledge
Entity of any securities or rights to acquire securities to any party other than
the Pledgor.


 


3.                                       Representations
and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and
covenants with Pledgee, that:


 


(a)                                  Exhibit A
sets forth (i) the authorized capital stock or other equity interests of
each Pledge Entity, (ii) the number of shares of capital stock or other equity
interests of each Pledge Entity that are issued and outstanding as of the date
hereof, and (iii) the percentage of the issued and outstanding shares of
capital stock or other equity interests of each Pledge Entity held by Pledgor. Pledgor
is the record and beneficial owner of, and has good and marketable title to,
the Pledged Shares, and such shares are and will remain free and clear of all
pledges, liens, security interests and other encumbrances and restrictions
whatsoever, except the liens and security interests in favor of Pledgee created
by this Agreement;


 


(b)                                 Except
as set forth on Exhibit A, there are no outstanding options,
warrants or other similar agreements with respect to the Pledged Shares or any
of the other Pledged Collateral and Pledgor is the holder of 100% of the equity
interests of each Pledge Entity;


 


(c)                                  This
Agreement is the legal, valid and binding obligation of Pledgor, enforceable
against Pledgor in accordance with its terms;


 


(d)                                 The
Pledged Shares have been duly and validly authorized and issued, are fully paid
and non-assessable, and the Pledged Shares listed on Exhibit A
constitute all of the 


 


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issued and outstanding capital stock or other equity
interests of the Pledge Entities held beneficially or otherwise by Pledgor;


 


(e)                                  Except
for a UCC-1 financing statement filed by Pledgee pursuant to this Agreement, no
consent, approval or authorization of or designation or filing with any
governmental or regulatory authority on the part of Pledgor is required in
connection with the pledge and security interest granted under this Agreement;


 


(f)                                    The
execution, delivery and performance of this Agreement will not violate any
provision of any applicable law or regulation or of any order, judgment, writ,
award or decree of any court, arbitrator or governmental authority, domestic or
foreign, or of the articles or certificate of incorporation, bylaws or any
other similar organizational documents of Pledgor or any Pledge Entity or of
any securities issued by Pledgor or any Pledge Entity or of any mortgage,
indenture, lease, contract, or other agreement, instrument or undertaking to
which Pledgor or any Pledge Entity is a party or which purports to be binding
upon Pledgor or any Pledge Entity or upon any of the assets of Pledgor or any
Pledge Entity, and will not result in the creation or imposition of any lien,
charge or encumbrance on or security interest in any of the assets of Pledgor
or any Pledge Entity, except as otherwise contemplated by this Agreement;


 


(g)                                 The
pledge, assignment and delivery of the Pledged Shares and the other Pledged
Collateral pursuant to this Agreement creates a valid first lien on and
perfected first priority security interest in such Pledged Shares and Pledged Collateral
and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien,
mortgage, hypothecation, security interest, charge, option or encumbrance or to
any agreement purporting to grant to any third party a security interest in the
property or assets of Pledgor which would include the Pledged Shares or any
other Pledged Collateral. Pledgor covenants and agrees that it will defend, for
the benefit of Pledgee, Pledgee’s right, title and security interest in and to
the Pledged Shares, the other Pledged Collateral and the proceeds thereof
against the claims and demands of all other persons or entities;


 


(h)                                 Each
Pledged Share consisting of either (i) a membership interest in a Person
that is a limited liability company or (ii) a partnership interest in a
Person that is a partnership (if any) are “securities” governed by Article 8
of the UCC. Certificates evidencing such membership interests or partnership
interests (if any) have been issued to Pledgor by the applicable Person. Pledgor
will not cause and will not permit any Pledged Entity to “opt-out” of Article 8
of the UCC. Pledgor will not take, and will not permit any Pledged Entity to
take, any actions to cause the capital stock, membership interests, partnership
interests or similar equity interests of such Pledge Entity (if any) to cease
to be classified as “securities” governed by Article 8 of the UCC;


 


(i)                                     Neither
Pledgor nor the Pledge Entities (i) will become a person whose property or
interests in property are blocked or subject to blocking pursuant to Section 1
of Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or
transactions prohibited by Section 2 of such executive order, or (iii) will
otherwise become a person on the list of Specially Designated 


 


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Nationals and Blocked Persons or subject to the
limitations or prohibitions under any other Office of Foreign Asset Control
regulation or executive order; and


 


(j)                                     Pledgor
shall pledge to Pledgee for the benefit of the Buyers up to 65% of the
outstanding equity interests of any current or future Subsidiary that may be
organized in any non-United States jurisdiction and that is treated as a
corporation for United States federal income tax purposes (and 100% of the
outstanding equity securities for all non-United States subsidiaries that are
not treated as a corporation for the United States federal income tax purposes)
and shall deliver such equity certificates (if any) and shall enter into, and
shall cause all such non-United States Subsidiaries to enter into, such
documents in connection therewith as shall be reasonably requested by Pledgee.


 


4.                                       Dividends,
Distributions, Etc. If, while this Agreement is in effect, Pledgor shall
become entitled to receive or shall receive any certificate (including, without
limitation, any certificate representing a dividend or a distribution in connection
with any reclassification, increase or reduction of capital, or issued in
connection with any reorganization, merger or consolidation), or any options or
rights, whether as an addition to, in substitution for, or in exchange for any
of the Pledged Shares or otherwise, Pledgor agrees, in each case, to accept the
same as Pledgee’s agent and to hold the same in trust for Pledgee, and to
deliver the same promptly (but in any event within five (5) Business Days)
to Pledgee in the exact form received, with the endorsement of Pledgor
when necessary and/or with appropriate undated assignments separate from
certificates or stock powers duly executed in blank, to be held by Pledgee
subject to the terms hereof, as additional Pledged Collateral. Pledgor shall
promptly deliver to Pledgee (i) a Pledge Addendum with respect to such
additional certificates, and (ii) any financing statements or amendments
to financing statements as requested by Pledgee. Pledgor hereby authorizes
Pledgee to attach each Pledge Amendment to this Agreement. Subject to Section 5(b) below,
in case any distribution of capital shall be made on or in respect of the
Pledged Shares or any property shall be distributed upon or with respect to the
Pledged Shares pursuant to the recapitalization or reclassification of the
capital of the issuer thereof or pursuant to the reorganization thereof, the
property so distributed shall be delivered to Pledgee to be held by it as
additional Pledged Collateral. Except as provided in Section 5(b) below,
all sums of money and property so paid or distributed in respect of the Pledged
Shares which are received by Pledgor shall, until paid or delivered to Pledgee,
be held by Pledgor in trust as additional Pledged Collateral.


 


5.                                       Voting
Rights; Dividends; Certificates.


 


(a)                                  So
long as no Event of Default (as defined in the Notes) has occurred and is
continuing, Pledgor shall be entitled (subject to the other provisions hereof,
including, without limitation, Section 8 below) to exercise its
voting and other consensual rights with respect to the Pledged Shares and
otherwise exercise the incidents of ownership thereof in any manner not
inconsistent with this Agreement or the Purchase Agreement and the other
Transaction Documents. Pledgor hereby grants to Pledgee or its nominee, an
irrevocable proxy to exercise all voting and corporate rights relating to the
Pledged Shares in any instance, which proxy shall be effective, at the
discretion of Pledgee, upon the occurrence and during the continuance of an
Event of Default. Upon the request of Pledgee at any time, Pledgor agrees to
deliver to Pledgee such further evidence of such irrevocable proxy or such
further irrevocable proxies to vote the 


 


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Pledged Shares as Pledgee may reasonably request.
The Pledgor hereby expressly irrevocably authorizes and instructs, without any
further instructions from the Pledgor, each issuer of any Pledged Shares
pledged hereunder to (i) comply with any instruction received by it from
the Pledgee in writing that states that an Event of Default is continuing and
is otherwise in accordance with the terms of this Agreement and the Pledgor
agrees that such issuer shall be fully protected from liabilities to the
Pledgor in so complying and (ii) upon receipt of such instruction pay any
dividend or make any other payment with respect to the Pledged Shares directly
to the Pledgee.


 


(b)                                 So
long as no Event of Default shall have occurred and be continuing, Pledgor
shall be entitled to receive cash dividends or other distributions made in
respect of the Pledged Shares. Upon the occurrence and during the continuance
of an Event of Default, in the event that Pledgor, as record and beneficial
owner of the Pledged Shares, shall have received or shall have become entitled
to receive, any cash dividends or other distributions, Pledgor shall deliver to
Pledgee, and Pledgee shall be entitled to receive and retain, for the benefit
of Pledgee and the Buyers, all such cash or other distributions as additional
security for the Liabilities to be held by Pledgor in trust as additional
Pledged Collateral until such time as such Event of Default is cured, at which
time the same shall be promptly returned to Pledgor or such other persons or
entities as shall be legally entitled thereto.


 


(c)                                  Subject
to any sale or other disposition by Pledgee of the Pledged Shares, any other
Pledged Collateral or other property pursuant to this Agreement, upon the
indefeasible full payment in cash, satisfaction and termination of all of the
Liabilities and the termination of this Agreement pursuant to Section 11
hereof and of the liens and security interests hereby granted, the Pledged
Shares, the other Pledged Collateral and any other property then held as part of
the Pledged Collateral in accordance with the provisions of this Agreement
shall be promptly returned to Pledgor or to such other persons or entities as
shall be legally entitled thereto.


 


(d)                                 Pledgor
shall cause all Pledged Shares to be certificated at all times while this
Agreement is in effect.


 


6.                                       Rights
of Pledgee. Pledgee shall not be liable for failure to collect or realize
upon the Liabilities or any collateral security or guaranty therefor, or any part thereof,
or for any delay in so doing, nor shall Pledgee be under any obligation to take
any action whatsoever with regard thereto. Any or all of the Pledged Shares
held by Pledgee hereunder may, if an Event of Default has occurred and only for
so long as such Event of Default is continuing, upon notice, be registered in
the name of Pledgee or its nominee, and Pledgee or its nominee may thereafter
upon notice exercise all voting and corporate rights at any meeting with
respect to any Pledge Entity and exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to
any of the Pledged Shares as if it were the absolute owner thereof, including,
without limitation, the right to vote in favor of, and to exchange at its
discretion any and all of the Pledged Shares upon, the merger, consolidation,
reorganization, recapitalization or other readjustment with respect to any
Pledge Entity or upon the exercise by any Pledge Entity, Pledgor or Pledgee of
any right, privilege or option pertaining to any of the Pledged Shares, and in
connection therewith, to deposit and deliver any and all of the Pledged Shares
with any committee, depository, transfer agent, registrar or other designated
agency upon such terms and conditions as Pledgee may reasonably determine,
all without liability except to 


 


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account for property actually received by Pledgee, but
Pledgee shall have no duty to exercise any of the aforesaid rights, privileges
or options and shall not be responsible for any failure to do so or delay in so
doing.


 


7.                                       Remedies.
Upon the occurrence and during the continuance of an Event of Default, Pledgee may exercise
in respect of the Pledged Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies
of a secured party under the Uniform Commercial Code (“UCC”) in effect in the State of New York from time to time,
whether or not the UCC applies to the affected Pledged Collateral (or the Uniform Commercial
Code as in effect in any other relevant jurisdiction). Pledgee also, without
demand of performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or private sale)
to or upon Pledgor or any other person or entity (all and each of which
demands, advertisements and/or notices are hereby expressly waived), may forthwith
collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof,
and/or may forthwith date and otherwise fill in the blanks on any
assignments separate from certificates or stock power or otherwise, and in each
event in compliance with all applicable domestic or foreign state, federal and
local securities laws, sell, assign, give an option or options to purchase,
contract to sell or otherwise dispose of and deliver said Pledged Collateral,
or any part thereof, in one or more portions at one or more public or
private sales or dispositions, at any exchange or broker’s board or at any of
Pledgee’s offices or elsewhere upon such terms and conditions as Pledgee may deem
advisable and at such prices as it may deem best, for any combination of
cash and/or securities or other property or on credit or for future delivery
without assumption of any credit risk, with the right to Pledgee upon any such
sale, public or private, to purchase the whole or any part of said Pledged
Collateral so sold, free of any right or equity of redemption in Pledgor, which
right or equity is hereby expressly waived or released. Pledgee shall apply the
net proceeds of any such collection, recovery, receipt, appropriation,
realization, sale or disposition, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the safekeeping of any
and all of the Pledged Collateral or in any way relating to the rights of
Pledgee hereunder, including reasonable attorneys’ fees and legal expenses, to
the payment, in whole or in part, of the Liabilities, in such order as Pledgee may elect.
Pledgor shall remain liable for any deficiency remaining unpaid after such
application. Only after so paying over such net proceeds and after the payment
by Pledgee of any other amount required by any provision of law, including,
without limitation, Section 9-608 of the UCC, need Pledgee account for the
surplus, if any, to Pledgor. Pledgor agrees that Pledgee will give reasonable
notice (such reasonable notice to be not less than fifteen (15) days advance
written notice to Pledgor) of the time and place of any public sale or of the
time after which a private sale or other intended disposition is to take place.
No notification need be given to Pledgor if it has signed after default a
statement renouncing or modifying any right to notification of sale or other
intended disposition.


 


8.                                       No
Disposition, Etc. Pledgor agrees that it will not sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Pledged Shares or any other Pledged Collateral, nor will Pledgor create, incur
or permit to exist any pledge, lien, mortgage, hypothecation, security
interest, charge, option or any other encumbrance with respect to any of the
Pledged Shares or any other Pledged Collateral, or any interest therein, or any
proceeds thereof, except for the lien and security interest of Pledgee provided
for by this Agreement and the Security Agreement.


 


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9.                                       Sale
of Pledged Shares.


 


(a)                                  Pledgor
recognizes that Pledgee may be unable to effect a public sale or
disposition (including, without limitation, any disposition in connection with
a merger of a Pledge Entity) of any or all the Pledged Shares by reason of
certain prohibitions contained in the Securities Act of 1933, as amended (the “1933 Act”), and applicable state securities laws, but may be
compelled to resort to one or more private sales or dispositions thereof to a
restricted group of purchasers who will be obliged to agree, among other
things, to acquire such securities for their own account, for investment and
not with a view to the distribution or resale thereof. Pledgor acknowledges and
agrees that any such private sale or disposition may result in prices and
other terms (including the terms of any securities or other property received
in connection therewith) less favorable to the seller than if such sale or
disposition were a public sale or disposition and, notwithstanding such
circumstances, agrees that, so long as Pledgee acts in good faith and in a
commercially reasonable manner with respect to any such private sale or
disposition, the same shall be deemed to be reasonable and affected in a
commercially reasonable manner. Pledgee shall be under no obligation to delay a
sale or disposition of any of the Pledged Shares in order to permit Pledgor or
a Pledge Entity to register such securities for public sale under the 1933 Act,
or under applicable state securities laws, even if Pledgor or a Pledge Entity
would agree to do so.


 


(b)                                 Pledgor
further agrees to do or cause to be done all such other acts and things as may be
reasonably necessary to make such sales or dispositions of the Pledged Shares
valid and binding and in compliance with any and all applicable laws,
regulations, orders, writs, injunctions, decrees or awards of any and all
courts, arbitrators or governmental instrumentalities, domestic or foreign,
having jurisdiction over any such sales or dispositions, all at Pledgor’s
expense. Pledgor further agrees that a breach of any of the covenants contained
in Sections 4, 5(a), 5(b), 8, 9 and 24
may cause irreparable injury to Pledgee and that Pledgee may have no
adequate remedy at law in respect of such breach and, as a consequence, agrees,
without limiting the right of Pledgee to seek and obtain specific performance
of other obligations of Pledgor contained in this Agreement, Pledgee may seek
and obtain specific performance against Pledgor with respect to each and every
covenant referenced above, and Pledgor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants.


 


(c)                                  Pledgor
further agrees to indemnify and hold harmless the Buyers, Pledgee and their
respective successors and assigns, their respective officers, directors,
members, managers, partners, employees, attorneys and agents, and any person or
entity in control of any thereof, from and against any third party liability,
claim, damage and expense, including, without limitation, reasonable legal fees
and expenses (in this paragraph collectively called the “Indemnified
Liabilities”), under federal and state securities laws or otherwise
insofar as such Indemnified Liability (i) arises out of or is based upon
any untrue statement or alleged untrue statement of a material fact contained
in any registration statement, prospectus or offering memorandum or in any
preliminary prospectus or preliminary offering memorandum or in any amendment
or supplement to any thereof or in any other writing prepared in connection
with the offer, sale or resale of all or any portion of the Pledged Collateral
unless such untrue statement of material fact was provided by Pledgee, in
writing, specifically for inclusion therein, or (ii) arises out of or is
based upon any omission or alleged omission to state therein a material fact
required 


 


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to be stated or necessary to make the statements
therein not misleading, such indemnification to remain operative regardless of
any investigation made by or on behalf of Pledgee or any successor thereof, or
any person or entity in control of any thereof. In connection with a public
sale or other distribution, Pledgor will provide customary indemnification to
any underwriters, their successors and assigns, officers and directors and each
person or entity who controls any such underwriter (within the meaning of the
1933 Act). If and to the extent that the foregoing undertakings in this
paragraph may be unenforceable for any reason, Pledgor agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. The obligations of
Pledgor under this paragraph (c) shall survive any termination of
this Agreement.


 


(d)                                 Pledgor
further irrevocably agrees to defer and not to enforce or exercise any and all
rights of subrogation it may have against a Pledge Entity until the
termination of this Agreement in accordance with Section 11 below, and
further irrevocably agrees that any such right in respect of a particular
Pledge Entity shall be waived upon the sale or disposition of all or any
portion of the Pledged Shares of such Pledge Entity by Pledgee pursuant to the
terms of this Agreement.


 


10.                                 No
Waiver; Cumulative Remedies. Pledgee shall not by any act, delay, omission
or otherwise be deemed to have waived any of its remedies hereunder, and no
waiver by Pledgee shall be valid unless in writing and signed by Pledgee, and
then only to the extent therein set forth. A waiver by Pledgee of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which Pledgee would otherwise have on any further occasion. No
course of dealing between Pledgor and Pledgee and no failure to exercise, nor
any delay in exercising on the part of Pledgee or the Buyers of, any
right, power or privilege hereunder or under the other Transaction Documents
shall impair such right or remedy or operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law or in the Purchase Agreement.


 


11.                                 Termination.


 


(a)                                  This
Agreement and the liens and security interests granted hereunder shall
automatically terminate and Pledgee shall promptly return any Pledged Shares or
other Pledged Collateral then held by Pledgee in accordance with the provisions
of this Agreement to the Pledgor upon the termination of the Notes and the
payment in full in cash of all Liabilities under the Notes and the termination
of all commitments to lend or make other financial accommodations under the
Transaction Documents; provided, however, that if the Pledgee and/or Buyers have
asserted any claims with respect to any Liabilities (including, without
limitation, any Liability arising under the Purchase Agreement and the
Registration Rights Agreement) on or prior to such date of termination, the
Pledgor shall provide to the Pledgee an irrevocable letter of credit issued by
a financial institution reasonably satisfactory to the Pledgee, naming the
Pledgee and Buyers as the beneficiary, in an amount not less than the aggregate
amount of damages claimed by the Pledgee and/or the Buyers, and otherwise on
terms and conditions reasonably satisfactory to the Pledgee.


 


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(b)                                 If
the Pledgor shall have any payment obligation to the Pledgee and/or the Buyers
upon the resolution of such claim (as agreed by the parties or, in the absence
of such agreement, as determined by a final non-appealable judgment of a court
of competent jurisdiction), the Pledgee and/or Buyers (as applicable) may draw
upon such letter of credit to the extent necessary to satisfy such payment
obligations of the Pledgor and once Pledgee has drawn upon such letter of
credit, the Pledgee and/or Buyers shall promptly cancel and surrender such
letter of credit. If no payment obligation is owed by the Pledgor after the
resolution of the claims (as agreed by the parties or, in the absence of such
agreement, as determined by a final non-appealable judgment of a court of
competent jurisdiction), the Pledgee and/or Buyers shall promptly cancel and
surrender such letter of credit.


 


12.                                 Possession
of Collateral. Beyond the exercise of reasonable care to assure the safe
custody of the Pledged Shares in the physical possession of Pledgee pursuant
hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or
liability to collect any sums due in respect thereof or to protect, preserve or
exercise any rights pertaining thereto (including any duty to ascertain or take
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to the Pledged Collateral and any duty to take any
necessary steps to preserve rights against any parties with respect to the
Pledged Collateral), and except as provided above, shall be relieved of all
responsibility for the Pledged Collateral upon surrendering them to Pledgor. Pledgor
assumes the responsibility for being and keeping itself informed of the
financial condition of a Pledge Entity and of all other circumstances bearing
upon the risk of non-payment of the Liabilities, and Pledgee shall have no duty
to advise Pledgor of information known to Pledgee regarding such condition or
any such circumstance. Pledgee shall have no duty to inquire into the powers of
a Pledge Entity or its officers, directors, managers, members, partners or
agents thereof acting or purporting to act on its behalf.


 


13.                                 Taxes
and Expenses. Pledgor will upon demand pay to Pledgee, (a) any taxes
(excluding income taxes, franchise taxes or other taxes levied on gross
earnings, profits or the like of Pledgee) payable or ruled payable by any governmental
authority in respect of this Agreement, together with interest and penalties,
if any, and (b) all reasonable expenses, including the reasonable fees and
expenses of counsel for Pledgee and of any experts and agents that Pledgee may incur
in connection with (i) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Pledged Collateral, (ii) the
exercise or enforcement of any of the rights of Pledgee hereunder, or (iii) the
failure of Pledgor to perform or observe any of the provisions hereof.


 


14.                                 Pledgee
Appointed Attorney-In-Fact. Pledgor hereby irrevocably appoints Pledgee as
Pledgor’s attorney-in-fact, with full authority in the place and stead of
Pledgor and in the name of Pledgor or otherwise, from time to time in Pledgee’s
discretion, to take any action and to execute any instrument that Pledgee deems
reasonably necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, (i) to receive, endorse and collect all
instruments made payable to Pledgor representing any dividend, interest payment
or other distribution in respect of the Pledged Collateral or any part thereof
and to give full discharge for the same, when and to the extent permitted by
this Agreement and (ii) to complete any 
assignment separate from certificate delivered hereunder; provided that
the power of attorney granted hereunder shall only be exercised by Pledgee
after the occurrence and during the continuance of an Event of Default.


 


9

















 


15.                                 Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York. Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the state and federal courts
sitting in the City of New York, borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Notwithstanding the foregoing,
the Pledgee may enforce its rights and remedies in any other jurisdiction
applicable to the Pledged Collateral. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


16.                                 Counterparts.
This Agreement may be executed in two or more identical counterparts, all
of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party; provided that a facsimile, .pdf or similar electronically
transmitted signature shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature
were an original signature.


 


17.                                 Headings.
The headings of this Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement.


 


18.                                 Severability.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other
jurisdiction.


 


19.                                 Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or
written agreements between Pledgor, Pledgee, the Buyers and their affiliates
and persons acting on their behalf with respect to the matters discussed
herein, and this Agreement and the Transaction Documents and instruments
referenced herein and therein contain the entire understanding of the parties
with respect to the matters covered herein and therein.


 


20.                                 Notices.
All notices, approvals, requests, demands and other communications hereunder
shall be delivered or made in the manner set forth in, and shall be effective
in 


 


10

















 


accordance with the terms of, the Purchase Agreement,
in the case of communications to the Pledgee, directed to the notice address
set forth in the Security Agreement.


 


21.                                 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns, including any
Buyers of the Notes. Pledgor shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of Pledgee. Pledgee may assign
its rights hereunder upon written notice to Pledgor, in which event such
assignee shall be deemed to be Pledgee hereunder with respect to such assigned
rights.


 


22.                                 No
Third Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns, and
is not for the benefit of, nor may any provision hereof be enforced by,
any other person or entity.


 


23.                                 Survival.
All representations, warranties, covenants and agreements of Pledgor and
Pledgee shall survive the execution and delivery, but (except with respect to
the indemnity obligations under Section 9(c)) not the termination, of this
Agreement.


 


24.                                 Further
Assurances. Pledgor agrees that at any time and from time to time upon the
written request of Pledgee, Pledgor will execute and deliver all assignments
separate from certificates or stock powers, financing statements and such
further documents and do such further acts and things as Pledgee may reasonably
request consistent with the provisions hereof in order to carry out the intent
and accomplish the purpose of this Agreement and the consummation of the
transactions contemplated hereby.


 


25.                                 No
Strict Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.


 


26.                                 Pledgee
Authorized. Pledgor hereby authorizes Pledgee to file one or more financing
or continuation statements and amendments thereto (or similar documents
required by any laws of any applicable jurisdiction) relating to all or any part of
the Pledged Shares or other Pledged Collateral without the signature of
Pledgor.


 


27.                                 Pledgee
Acknowledgement. Pledgor acknowledges receipt of an executed copy of this
Agreement. Pledgor waives the right to receive any amount that it may now
or hereafter be entitled to receive (whether by way of damages, fine, penalty,
or otherwise) by reason of the failure of the Pledgee to deliver to the Pledgor
a copy of any financing statement or any statement issued by any registry that
confirms registration of a financing statement relating to this Agreement.


 


28.                                 Collateral
Agent. The terms and provisions of Section 5.12 of the Security
Agreement which set forth the appointment of the Pledgee and the
indemnifications to which the Pledgee is entitled are hereby incorporated by
reference herein as if fully set forth herein.


 


- Remainder of Page Intentionally Left Blank;
Signature Page Follows -


 


11

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Pledge Agreement to be duly executed and
delivered by their duly authorized officers on the date first above written.


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  AVERION INTERNATIONAL CORP., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher G. Codeanne

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Christopher
  G. Codeanne

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer

  	
   

  
							



 


[Pledgor Signature Page to Pledge Agreement]


 

















 


	
   

  	
  PLEDGEE:

  
	
   

  	
   

  
	
   

  	
  CUMULUS INVESTORS, LLC, in its

  capacity as Collateral Agent for the Buyers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nader C. Kazeminy

  	
   

  
	
   

  	
  Name:

  	
    Nader
  C. Kazeminy

  
	
   

  	
  Title:

  	
    Chairman
  and President  

  
						



 


[Pledgee Signature Page to Pledge Agreement]


 

















 


EXHIBIT A

TO PLEDGE AGREEMENT


 


DESCRIPTION OF CAPITAL STOCK OR EQUITY INTERESTS OF
PLEDGE ENTITIES


 


	
  Name of

  Pledge Entity

  	
   

  	
  Class of Stock

  or Other Equity

  Interests

  	
   

  	
  Authorized

  No. of

  Shares or

  Units

  	
   

  	
  Issued and

  Outstanding

  Shares or

  Units

  	
   

  	
  Percentage of

  Shares or Units

  Held by Pledgor

  	
   

  
	
  IT&E International

  	
   

  	
  Common Stock

  	
   

  	
  1,000,000

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  
	
  Averion Inc.

  	
   

  	
  Common Stock

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  



 


DESCRIPTION OF PLEDGED SHARES OR UNITS


 


	
  Name of

  Pledge Entity

  	
   

  	
  Class of Stock or Other

  Equity Interests

  	
   

  	
  Stock or Unit

  Certificate No.

  	
   

  	
  No. of Shares or Units

  Represented by

  Certificate

  	
   

  
	
  IT&E International

  	
   

  	
  Common Stock

  	
   

  	
  C-1

  	
   

  	
  1,000

  	
   

  
	
  Averion Inc.

  	
   

  	
  Common Stock

  	
   

  	
  C-1

  	
   

  	
  1,000

  	
   

  



 


A-1

















 


EXHIBIT B

TO PLEDGE AGREEMENT


 


Addendum to Pledge Agreement


 


The undersigned, being
the Pledgor pursuant to that certain Pledge Agreement dated as of  October       ,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Pledge Agreement”) in favor of                           ,
as Collateral Agent (“Pledgee”), by
executing this Addendum, hereby acknowledges that Pledgor has acquired and
legally and beneficially owns all of the issued and outstanding [ shares of
capital stock ] of [                           ,
a                     
corporation ] (“Company”) described below (the “Shares”). Pledgor hereby agrees and acknowledges that the
Shares shall be deemed Pledged Shares pursuant to the Pledge Agreement. Pledgor
hereby represents and warrants to Pledgee that (i) all of the [ capital
stock ] of the Company now owned by Pledgor is presently represented by the
certificates listed below, which certificates, with undated assignments
separate from certificate or stock powers duly executed in blank by Pledgor,
are being delivered to Pledgee, simultaneously herewith (or have been
previously delivered to Pledgee), and (ii) after giving effect to this
addendum, the representations and warranties set forth in Section 3 of the
Pledge Agreement are true, complete and correct as of the date hereof.


 


Pledged Shares


 


	
  Name of

  the Pledged Entity

  	
   

  	
  Class of Equity Interest

  	
   

  	
  Certificate No.

  	
   

  	
  No. of Shares

  Represented by

  Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF,
Pledgor has executed this Addendum this             
day of             .


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  AVERION INTERNATIONAL CORP., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


B-1