Exhibit 10.51


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS:


 


A.                                   In
connection with the Securities Purchase Agreement by and among the parties
hereto of even date herewith (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to
the conditions of the Securities Purchase Agreement, to sell at the Initial
Closing and the Additional Closing (as defined in the Securities Purchase
Agreement) to the Buyers (i) the Notes and Shares to be issued to the
Buyers on the Initial Closing Date, and (ii) the Notes and Shares to be
issued to the Buyers on the Additional Closing Date (as defined in the
Securities Purchase Agreement) and the other times set forth in the Securities
Purchase Agreement;


 


B.                                     To
induce the Buyers to execute and deliver the Securities Purchase Agreement,
contemporaneously with the execution of the Securities Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “1933 Act”),
and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and each of the Buyers hereby agree as
follows:


 


1.                                       DEFINITIONS.


 


As used in this
Agreement, the following terms shall have the following meanings:


 


a.                                       “1934 Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations hereunder, or any similar successor
statutes.


 


b.                                      “Business Day” means any day other than Saturday, Sunday or
any other day on which commercial banks in the City of New York are authorized
or required by law to remain closed.


 


c.                                       “Effectiveness Deadline” means the Initial Effectiveness
Deadline (as defined in Section 2(a) hereto).


 


d.                                      “Filing Deadline” means the Initial Filing Deadline (as
defined in Section 2(a) hereof).


 

















 


e.                                       “Initial Registration Statement” means a registration
statement or registration statements of the Company filed under the 1933 Act
pursuant to Section 2(a) hereof covering the Registrable
Securities.


 


f.                                         “Investor” means a Buyer or any transferee or assignee
thereof to whom a Buyer assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9
and such a transferee or assignee thereof to whom a transferee or assignee
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9.


 


g.                                      “Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, a Governmental Entity or any other legal entity.


 


h.                                      “Register,”  “registered,”
and “registration” refer to a registration
effected by preparing and filing one or more Registration Statements in compliance
with the 1933 Act and pursuant to Rule 415 and the declaration or ordering
of effectiveness of such Registration Statement(s) by the SEC.


 


i.                                          “Registrable Securities” means (i) the Shares required
to be issued on the Initial Closing Date and the Shares to be issued on the
Additional Closing Date, and (ii) any shares of Capital Stock of the
Company issued or issuable with respect to such Shares as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or
otherwise, without regard to any limitations on issuance of the Shares; provided,
however, that any such securities shall cease to be Registrable
Securities when (i) a Registration Statement with respect to the sale of
such securities becomes effective under the 1933 Act and such securities are
disposed of in accordance with such Registration Statement, (ii) such
securities are sold in accordance with Rule 144 (as defined in Section 8)
or (iii) such securities become transferable without any restrictions in
accordance with Rule 144(k) (or any successor provision).


 


j.                                          “Registration Statement” means a registration statement or
registration statements of the Company filed under the 1933 Act covering
Registrable Securities.


 


k.                                       “Required Buyers” means Buyers that purchased at least two-thirds
(2/3) of the aggregate original principal amount of the Notes on the Initial
Closing Date.


 


l.                                          “Rule 415” means Rule 415 under the 1933 Act or
any successor rule providing for offering securities on a continuous or
delayed basis.


 


m.                                    “SEC” means the United States Securities and Exchange
Commission.


 


n.                                      “Trading Day” means any day on which the Common Stock (or
other security as applicable) is traded on the Over-the-Counter Bulletin Board (or
securities exchange or trading market) (the “Principal
Market;” provided, however, that, if after the date of this
Agreement the Common Stock is listed on a national securities exchange, the “Principal
Market” shall mean such national securities exchange); provided, however,
that “Trading Day” shall not include any day on which the Common Stock (or
other security, as applicable) is scheduled to


 


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trade, or actually trades on the Principal Market (or
other securities exchange or trading market) for less than 4.5 hours.


 


o.                                      “Weighted Average Price” means, for the Common Stock or any
other security as of any date, the volume-weighted average price for the Common
Stock or other security on the Principal Market (or, for any security other
than the Common Stock, the principal securities exchange or trading market for
such security) during the period beginning at 9:30 a.m., New York
City Time (or such other time as the Principal Market (or other securities
exchange or trading market, as applicable) publicly announces is the official
open of trading), and ending at 4:00 p.m., New York City Time (or
such other time as the Principal Market (or other securities exchange or
trading market, as applicable) publicly announces is the official close of
trading), as reported by Bloomberg through its “Volume at Price” functions, or,
if the foregoing does not apply, the dollar volume-weighted average price of
the Common Stock or other security in the over-the-counter market on the
electronic bulletin board for the Common Stock or other security during the
period beginning at 9:30 a.m., New York City Time (or such other time
as such over-the-counter market publicly announces is the official open of
trading), and ending at 4:00 p.m., New York City Time (or such
other time as such over-the-counter market publicly announces is the official
close of trading), as reported by Bloomberg, or, if no volume-weighted average
price is reported for the Common Stock or other security by Bloomberg for such
hours, the average of the highest closing bid price and the lowest closing ask
price of any of the market makers for the Common Stock or other security as
reported in the “pink sheets” by the National Quotation Bureau, Inc. If
the Weighted Average Price cannot be calculated for the Common Stock or other
security on such date on any of the foregoing bases, the Weighted Average Price
of the Common Stock or other security on such date shall be the fair market
value as mutually determined by the Company and the Buyers that purchased at
least two-thirds (2/3) of the Notes. All determinations of Weighted Average
Price are to be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during any period during which
the Weighted Average Price is being determined.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set
forth in the Securities Purchase Agreement.


 


2.                                       REGISTRATION.


 


a.                                       Initial
Mandatory Registration. The Company shall prepare, and, as soon as
practicable, but in no event later than 80 days after the Initial Closing Date
(the “Initial Filing Deadline”), file with
the SEC a Registration Statement on Form S-3 (subject to Section 2(d) hereof)
covering the resale of by each of the Investors of all of the Registrable
Securities issued or issuable to such Investor. The Company shall use its best
efforts to have the Initial Registration Statement declared effective by the
SEC as soon as practicable, but in no event later than 140 days after the Initial
Closing Date (the “Initial Effectiveness
Deadline”).


 


b.                                      Allocation
of Registrable Securities. In no event shall the Company include any
securities other than Registrable Securities in any Registration Statement
without the prior written consent of the Required Buyers; provided, however,
that notwithstanding anything to the contrary herein, the Company shall be
entitled to avail itself of Rule 429 under the Securities Act with respect
to any currently effective registration statement.


 


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c.                                       Legal
Counsel. Subject to Section 5 hereof, the Buyers shall have the right
to select one legal counsel to review and oversee any registration pursuant to
this Section 2 (“Legal Counsel”),
which shall be Akerman Senterfitt or such other counsel as thereafter
designated by the Required Buyers. The Company shall reasonably cooperate with
Legal Counsel in performing the Company’s obligations under this Agreement.


 


d.                                      Ineligibility
for Form S-3. In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, the Company
shall (i) register the resale of the Registrable Securities on Form S-1,
Form SB-2 or another appropriate form reasonably acceptable to the
Required Buyers and (ii) undertake to register the Registrable Securities
on Form S-3 (by post-effective amendment to the existing Registration
Statement or otherwise) as soon as such form is available for such
registration, provided that the Company shall maintain the effectiveness of the
existing Registration Statement then in effect until such time as a
Registration Statement (or post-effective amendment) on Form S-3 covering
the Registrable Securities has been declared effective by the SEC.


 


e.                                       Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration
Statement.


 


i.                                          Subject
to Section 2(f) below, if (i) the Initial Registration
Statement is not (A) filed with the SEC on or before the Initial Filing
Deadline or (B) declared effective by the SEC on or before the Initial
Effectiveness Deadline or (ii) on any day after the Initial Registration
Statement has been declared effective by the SEC, sales of all the Registrable
Securities required to be included on the Initial Registration Statement cannot
be made  (other than during an Allowable
Grace Period (as defined in Section 3(q) hereof) pursuant to the
Initial Registration Statement (including because of a failure to keep the
Initial Registration Statement effective, to disclose such information as is
necessary for sales to be made pursuant to the Initial Registration Statement
or to register sufficient Registrable Securities), then, in each case, as
liquidated damages to any holder of Registrable Securities by reason of any
such delay in or reduction of its ability to sell such Registrable Securities,
the Company shall pay to such holder an amount in cash equal to the product of
(I) the number of Registrable Securities then held by such holder, multiplied
by (II) the arithmetic average of the Weighted Average Price of the Common
Stock on each of the five (5) consecutive Trading Days immediately
preceding the Initial Closing Date, and multiplied by (III) the product
of (x) 0.000667 multiplied by (y) the sum (without duplication) of (1) the
number of days after the Initial Filing Deadline that the Initial Registration
Statement is not filed with the SEC, plus (2) the number of days after the
Initial Effectiveness Deadline that the Initial Registration Statement is not
declared effective by the SEC, plus (3) the number of days after the
Initial Registration Statement has been declared effective by the SEC that the
Initial Registration Statement is not available (other than during an Allowable
Grace Period) for the sale of all the Registrable Securities required to be
included on the Initial Registration Statement.


 


ii.                                       The
liquidated damages to which a holder shall be entitled pursuant to Section 2(e)(i) hereof
are referred to herein as “Registration Delay
Payments.”  Registration Delay
Payments shall be paid on the earlier of (I) the second Business Day of the
calendar month following the month during which the Registration Delay Payments
are incurred


 


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and (II) the second Business Day after the event or
failure giving rise to the Registration Delay Payments is cured.


 


iii.                                    In
the event the Company fails to make Registration Delay Payments in a timely
manner, such Registration Delay Payments shall bear interest at the rate of the
lesser of 2.0% per month (prorated for partial months) and the highest lawful
interest rate, in each case until paid in full.


 


 


f.                                         Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not be
required under this Agreement to file or amend a Registration Statement for any
offering that would be deemed by the SEC to constitute a primary offering of
securities by the Company. In the event that, as a result of the operation of
the preceding sentence, the Company cannot include all of the Registrable
Securities in any Registration Statement, then the Company shall include in the
applicable Registration Statement the maximum number of Registrable Securities
that can be included therein without causing the Registration Statement to be
deemed to register a primary offering by the Company, with the number of
Registrable Securities included in such Registration Statement to be allocated
among the Investors in proportion to the total Registrable Securities held by
each Investor on the date that the applicable Registration Statement is filed;
provided, however, that Cumulus Investors, LLC and Dr. Philip T. Lavin
may, at their election, take priority over ComVest Investment Partners II LLC
until all of their Registrable Securities have been included in a Registration
Statement. With respect to any Registrable Securities that are not included in
the applicable Registration Statement (the “Excluded
Securities”), the Company shall include the Excluded Securities in a
subsequently filed Registration Statement (an “Additional
Registration Statement”) that is filed on the earliest possible date
on which Excluded Securities can be included in the Additional Registration
Statement without the Additional Registration Statement being deemed to
register a primary offering of securities by the Company (an “Additional Filing Date”); provided that if the Company is
advised by the SEC that the inclusion of all Excluded Securities in the
Additional Registration Statement would cause the Additional Registration
Statement to be deemed a registration of a primary offering by the Company,
then such Additional Registration Statement shall include only the maximum
number of Excluded Securities that could be included in such Registration
Statement without it being deemed to be a registration for a primary offering
by the Company. If all Excluded Securities cannot be registered on such
Additional Registration Statement, then the Company will be obligated to
continue filing Additional Registration Statements as soon as is permitted by
the SEC to cover as many additional Excluded Securities as possible. The
Company’s obligations under this Agreement with respect to all Additional
Registration Statements shall be the same as its obligations for the original
Registration Statement, provided that the “Filing Date”
for each such Additional Registration Statement shall be the Additional Filing
Date, and the “Initial Effectiveness Deadline”
for each such Additional Registration Statement shall be delayed by the number
of days that elapses between the Filing Date and Additional Filing Date; and
provided further that the “Filing Date”
for each Additional Registration Statement (if applicable) shall be the
earliest possible date on which Excluded Securities can be included in such
Additional Registration Statement without such Additional Registration
Statement being deemed to register a primary offering of securities by the
Company (the “Additional Filing Date”), and the “Initial Effectiveness Deadline” for such Additional
Registration Statement shall be delayed by the number of days that elapses
between the Filing Date for the original Registration Statement and such
Additional Filing Date. In the event that


 


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an Investor sells or otherwise transfers any of such
Investor’s Registrable Securities, each transferee shall be allocated a pro
rata portion of the then-remaining number of Registrable Securities included in
any Registration Statement for such transferor. To the extent permitted under
applicable SEC rules, procedures, or practices, any shares of Common Stock
included in a Registration Statement and which remain allocated to any Person
which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors pro rata based on the
number of Registrable Securities then held by such Investors which are covered
by such Registration Statement.


 


g.                                      No
Piggyback on Registrations. Subject to Section 2(b) above,
neither the Company nor any of its security holders (other than the Buyers in
such capacity pursuant hereto) may include securities of the Company in a
Registration Statement other than the Registrable Securities. The Company shall
not file any other resale registration statements until the Registration Statements
with respect to all Registrable Securities have been declared effective by the
SEC, provided, that this Section 2(g) shall not prohibit the Company
from filing amendments to Registration Statements already filed.


 


3.                                       RELATED
OBLIGATIONS.


 


At such time as the
Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a) hereof,
the Company will use its best efforts to effect the registration of the
Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.                                       Subject
to Section 2(f), the Company shall promptly prepare and file with
the SEC a Registration Statement with respect to the applicable Registrable
Securities (but in no event later than the applicable Filing Deadline) and use
its best efforts to cause such Registration Statement relating to the
Registrable Securities to become effective as soon as practicable after such
filing (but in no event later than the applicable Effectiveness Deadline). No
later than the first Business Day after such Registration Statement becomes
effective, the Company will file with the SEC the final prospectus included
therein pursuant to Rule 424 (or successor thereto) promulgated under the
1933 Act. Subject to the provisions of this Agreement, the Company shall keep
each Registration Statement effective pursuant to Rule 415 at all times
until the earlier of (i) the date as of which the Investors may sell
all of the Registrable Securities covered by such Registration Statement
without restriction pursuant to Rule 144(k) (or successor thereto)
promulgated under the 1933 Act, as such rule may be amended from time
to time, (ii) the date as of which the Investors may sell all of such
Registrable Securities without restriction pursuant to Rule 144 without
the requirement for compliance with Rule 144(e), (f) or (h) (or
successor thereto), as such rules may be amended from time to time or
(iii) the date on which the Investors have informed the Company that the
Investors shall have sold all the Registrable Securities covered by such
Registration Statement (the “Registration Period”).
Such Registration Statement (including any amendments or supplements thereto)
and any prospectuses (preliminary, final, summary or free writing) contained
therein or related thereto shall not at any time contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein, or necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading. The term “best efforts” shall mean,
among other things, that the Company shall submit to the SEC, within two
Business Days after the Company learns that no


 


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review of a particular Registration Statement will be
made by the staff of the SEC or that the staff of the SEC has no further
comments on the Registration Statement, as the case may be, a request for
acceleration of effectiveness of such Registration Statement to a time and date
not later than 48 hours after the submission of such request.


 


b.                                      The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, as may be
necessary to keep such Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of the
1933 Act with respect to the disposition of all Registrable Securities of the
Company covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth
in such Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of
the Company filing a report on Form 10-QSB, Form 10-KSB or any
analogous report under the 1934 Act, the Company shall have incorporated such
report by reference into such Registration Statement, if applicable, or shall
file such amendments or supplements with the SEC within one Business Day after
the 1934 Act report is filed which created the requirement for the Company to
amend or supplement such Registration Statement.


 


c.                                       The
Company shall (A) permit Legal Counsel to review and comment upon (i) any
Registration Statement at least five Business Days prior to its filing with the
SEC, and (ii) all prospectuses and all amendments and supplements to all
Registration Statements and prospectuses (except for Annual Reports on Form 10-K
or 10-KSB, Quarterly Reports on Form 10-Q or 10-QSB, and Current Reports
on Form 8-K, and any similar or successor reports) at least a reasonable
number of days prior to their filing with the SEC, and (B) not file any
Registration Statement, prospectus, amendment or supplement described in the
foregoing clause (A) in a form to which Legal Counsel reasonably
objects. The Company shall not submit a request for acceleration of the
effectiveness of a Registration Statement or any amendment or supplement
thereto without providing prior written notice thereof to Legal Counsel and
each Investor. The Company shall furnish to Legal Counsel, upon request and
without charge, (i) promptly after the same is prepared and filed with the
SEC, one copy of any Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by
reference, and all exhibits and (ii) upon the effectiveness of any
Registration Statement, one copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto. The Company
shall reasonably cooperate with Legal Counsel in performing the Company’s
obligations pursuant to this Section 3.


 


d.                                      The
Company shall furnish to each Investor whose Registrable Securities are
included in any Registration Statement, upon request and without charge, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such
Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference that
have not been filed via EDGAR, all exhibits and each preliminary prospectus, (ii) upon
the effectiveness of any Registration Statement, at least one copy of the
prospectus included in such Registration Statement and all amendments and
supplements thereto and (iii) such other documents, including copies of
any prospectus


 


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(preliminary, final, summary or free writing), as such
Investor may reasonably request from time to time in order to facilitate
the disposition of the Registrable Securities owned by such Investor.


 


e.                                       The
Company shall with respect to the jurisdictions where each Investor is located
as set forth on the Schedule of Buyers, and with respect to any
other jurisdiction upon request from an Investor, use its best efforts to (i) register
and qualify, unless an exemption from registration and qualification applies,
the resale by the Investors of the Registrable Securities covered by a
Registration Statement under the securities or “blue sky” laws of all the
states of the United States, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such
other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv) take
all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however,
that the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(e) or
(y) subject itself to general taxation in any such jurisdiction or (z) consent
to the service of process in any such jurisdiction. The Company shall promptly
notify Legal Counsel and each Investor who holds Registrable Securities of the
receipt by the Company of any notification with respect to the suspension of
the registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose.


 


f.                                         The
Company shall notify Legal Counsel and each Investor in writing of the
happening of any event, as promptly as practicable after becoming aware of such
event, as a result of which the prospectus included in, or relating to, a
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (provided that in no
event shall such notice contain any material, nonpublic information), and
promptly prepare and file with the SEC a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and
deliver at least one copy of such supplement or amendment to Legal Counsel and
each Investor. The Company shall also promptly notify Legal Counsel and each
Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or
any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to Legal Counsel and each Investor by facsimile on the same
day of such effectiveness and by overnight mail), (ii) of any request by
the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate.


 


g.                                      The
Company shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable Securities for sale
in any jurisdiction and, if such an order or suspension is issued, to obtain
the withdrawal of such order or suspension at the earliest possible moment and
to notify Legal Counsel and each Investor who holds Registrable Securities


 


8

















 


being sold of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat
of any proceeding for such purpose.


 


h.                                      At
the reasonable request (in the context of the securities laws) of any Investor,
the Company shall make available for inspection during regular business hours
by (i) any Investor, (ii) Legal Counsel and (iii) one firm of
accountants or other agents retained by the Investors (collectively, the “Inspectors”), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each
Inspector, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request; provided,
however, that each Inspector shall agree to hold in strict confidence and shall
not make any disclosure (except to an Investor) or use of any Record or other
information which the Company determines in good faith to be confidential, and
of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in
any Registration Statement or is otherwise required under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction, or (c) the
information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other agreement of which
the Inspector has knowledge. Each Investor agrees that it shall, upon learning
that disclosure of such Records is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records
deemed confidential. Nothing herein (or in any other confidentiality agreement
between the Company and any Investor) shall be deemed to limit the Investors’
ability to sell Registrable Securities in a manner that is otherwise consistent
with applicable laws and regulations.


 


i.                                          The
Company shall hold in confidence and not make any disclosure of information
concerning an Investor provided to the Company unless (i) disclosure of
such information is necessary to comply with federal or state securities laws, (ii) the
disclosure of such information is necessary to avoid or correct a misstatement
or omission in any Registration Statement, (iii) the release of such
information is ordered pursuant to a final, non-appealable subpoena or order
from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this Agreement or any other agreement. The Company
agrees that it shall, upon learning that disclosure of such information
concerning an Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.


 


j.                                          The
Company shall use its best efforts to (i) cause all the Registrable
Securities covered by a Registration Statement to be listed or approved for
quotation on each securities exchange or trading market, including, without
limitation, the Over-the-Counter Bulletin Board, on which securities of the
same class or series issued by the Company are listed, or quoted and (ii) without
limiting the generality of the foregoing, arrange for at least two market
makers to register with the National Association of Securities Dealers, Inc.
(“NASD”) as such


 


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with respect to such Registrable Securities. The
Company shall pay all fees and expenses in connection with satisfying its
obligation under this Section 3(j).


 


k.                                       The
Company shall cooperate with the Investors who hold Registrable Securities
being offered and sold and, to the extent applicable, facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Investors may reasonably
request and registered in such names as the Investors may request.


 


l.                                          The
Company shall provide a transfer agent and registrar of all such Registrable
Securities not later than the effective date of the applicable Registration
Statement.


 


m.                                    The
Company shall make generally available to its security holders as soon as
practical, but not later than 90 days after the close of the period covered
thereby, an earnings statement (in form complying with the provisions of Rule 158
under the 1933 Act) covering a 12-month period beginning not later than the
first day of the Company’s fiscal quarter next following the effective date of
a Registration Statement.


 


n.                                      The
Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder.


 


o.                                      Within
one Business Day after a Registration Statement which covers applicable
Registrable Securities is declared effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investors
whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by
the SEC in substantially the form attached hereto as Exhibit A,
provided that if the Company changes its transfer agent, it shall immediately
deliver any previously delivered notices under this Section 3(o)
and any subsequent notices to such new transfer agent.


 


p.                                      The
Company shall make such filings with the NASD (including providing all required
information and paying required fees thereto) as and when reasonably requested
by any Investors and make all other filings, obtain all other approvals and
take all other actions reasonably necessary to expedite and facilitate
disposition by the Investors of Registrable Securities pursuant to a
Registration Statement, including responding to any comments received from the
NASD within five Trading Days.


 


q.                                      Notwithstanding
anything to the contrary in Section 3(f) hereof, at any time
after the applicable Registration Statement has been declared effective by the
SEC, the Company may delay the disclosure of material non-public
information concerning the Company the disclosure of which at the time is not,
in the good faith opinion of the Board of Directors of the Company and its
counsel, in the best interest of the Company and not, in the opinion of counsel
to the Company, otherwise required (a “Grace Period”);
provided, however, that the Company shall promptly (i) notify
the Investors in writing of the existence of material non-public information
giving rise to a Grace Period (provided that no such notice shall disclose the
content of such material non-public information to the Investors) and the date
on which the


 


10

















 


Grace Period will begin, and (ii) notify the
Investors in writing of the date on which the Grace Period ends; and, provided
further, that (A) no Grace Period shall exceed ten (10) consecutive
days, (B) during any 365-day period, such Grace Periods shall not exceed
an aggregate of twenty five (25) days and (C) the first day of any Grace
Period must be at least five (5) Trading Days after the last day of any
prior Grace Period (a Grace Period that satisfies all of the requirements of
this Section 3(q) being referred to as an “Allowable Grace
Period”). For purposes of determining the length of a Grace Period
above, the Grace Period shall begin on and include the date the Investors
receive the notice referred to in clause (i) and shall end on and include
the later of the date the Investors receive the notice referred to in clause (ii) and
the date referred to in such notice. The provisions of Section 3(f) hereof
shall not be applicable during the period of any Allowable Grace Period. Upon
expiration of the Grace Period, the Company shall again be bound by the
provisions of Section 3(f) hereof with respect to the
information giving rise thereto unless such material non-public information is
no longer applicable.


 


r.                                         The
Company shall not register any of its securities for sale for its own account
(other than for issuance to employees, directors and consultants, of the
Company under an employee benefit plan or for issuance in a business
combination transaction) other than pursuant to a firm commitment underwritten
offering. Except pursuant to this Agreement, the Company shall not file any
Registration Statement (other than on Form S-8 or Form S-4) with the
SEC prior to the date that the Initial Registration Statement is declared
effective by the SEC.


 


4.                                       OBLIGATIONS
OF THE INVESTORS.


 


a.                                       At
least seven Business Days prior to the first anticipated filing date of a
Registration Statement and at least five Business Days prior to the filing of
any amendment or supplement to a Registration Statement, the Company shall
notify each Investor in writing of the information, if any, the Company
requires from each such Investor if such Investor elects to have any of such
Investor’s Registrable Securities included in such Registration Statement or,
with respect to an amendment or a supplement, if such Investor’s Registrable
Securities are included in such Registration Statement (each an “Information Request”). Provided that the Company shall have
complied with its obligations set forth in the preceding sentence, it shall be
a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Investor that such Investor shall furnish to the
Company, in response to an Information Request, such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may reasonably
request.


 


b.                                      Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees
to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement
hereunder, unless such Investor has notified the Company in writing of such
Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement in which case such Investor shall not be
entitled to any payment set forth in Section 2(e) with respect
thereto.


 


11

















 


c.                                       Each
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(g) hereof
or the first sentence of Section 3(f) hereof, or written
notice from the Company of an Allowable Grace Period, such Investor will
promptly discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such
Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(g) hereof or the first sentence of Section 3(f) hereof
or receipt of notice that no supplement or amendment is required or that the
Allowable Grace Period has ended. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended certificates for
shares of Common Stock to a transferee of an Investor in accordance with the
terms of the Securities Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a
contract for sale prior to the Investor’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(g) hereof
or the first sentence of Section 3(f) hereof and for which the
Investor has not yet settled.


 


5.                                       EXPENSES
OF REGISTRATION.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Section 2 and Section 3
hereof, including all registration, listing and qualifications fees, printers
and accounting fees, and fees and disbursements of counsel for the Company
shall be paid by the Company. The Company shall also reimburse the Investors
for the reasonable fees and expenses of the Investors (including reasonable fees
of Legal Counsel) in connection with registration, filing or qualification
pursuant to Section 2 and Section 3 of hereof.


 


6.                                       INDEMNIFICATION.


 


In the event any
Registrable Securities are included in a Registration Statement under this
Agreement:


 


a.                                       To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Investor, the directors, officers,
partners, members, managers, employees, agents, representatives of, and each
Person, if any, who controls any Investor within the meaning of the 1933 Act or
the 1934 Act (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out
of or are based upon: (i) any untrue statement or alleged untrue statement
of a material fact in a Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in
which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements


 


12

















 


therein not misleading, (ii) any untrue statement
or alleged untrue statement of a material fact contained in any preliminary,
final, summary or free writing prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement or (iv) any violation of this Agreement by the
Company (the matters in the foregoing clauses (i) through (iv) being,
collectively, “Violations”). Subject to Section 6(c) hereof,
the Company shall reimburse the Indemnified Persons, promptly as such expenses
are incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any
such Claim; provided, however, that the Company shall not be
required to pay the fees and expenses of more than one legal counsel (in
addition to local counsel) for all Investors. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Indemnified Person arising out of or
based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person for
such Indemnified Person expressly for use in connection with the preparation of
the Registration Statement or any such amendment thereof or supplement thereto
if such prospectus was timely made available by the Company pursuant to Section 3(d) hereof,
and (ii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9 hereof.


 


b.                                      In
connection with any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a) hereof, the Company, each of
its directors, each of its officers who signs the Registration Statement, and
each Person, if any, who controls the Company within the meaning of the 1933
Act or the 1934 Act (each an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become
subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
or Indemnified Damages 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 to the
Company by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(c) hereof, such Investor
will reimburse any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section 6(b) and
the agreement with respect to contribution contained in Section 7
hereof shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld; and provided, further,
however, that the aggregate liability of the Investor in connection with
any Violation shall not exceed the net proceeds to such Investor as a result of
the sale of Registrable Securities pursuant to the Registration Statement
giving rise to such Claim. Such indemnity shall remain in full force and effect
regardless of any investigation


 


13

















 


made by or on behalf of such Indemnified Party and
shall survive the transfer of the Registrable Securities by the Investors
pursuant to Section 9 hereof.


 


c.                                       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 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 control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be. In any such proceeding, any
Indemnified Person or Indemnified Party may retain its own counsel, but,
except as provided in the following sentence, the fees and expenses of such
counsel will be at the expense of such Indemnified Person or Indemnified Party,
as the case may be, unless (i) the indemnifying party and the
Indemnified Person or Indemnified Party, as applicable, shall have mutually
agreed to the retention of that counsel, (ii) the indemnifying party does
not assume the defense of such proceeding in a timely manner or (iii) in
the reasonable opinion of counsel retained by the Indemnified Person or the Indemnified
Party, as the case may be, the representation by such counsel for the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The Company, if it is the Indemnifying Party, shall
pay reasonable fees for only one separate legal counsel (plus any local
counsel) for the Investors, and such legal counsel shall be selected by the
Investors holding at least 2/3 in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates. The
Indemnified Party or Indemnified Person shall cooperate with the indemnifying
party in connection with any negotiation or defense of any such action or Claim
by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the Indemnified Party or Indemnified Person
which relates to such action or Claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that
the indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise with respect to any pending or
threatened action or claim in respect of which indemnification or contribution may be
or has been sought hereunder (whether or not the Indemnified Party or
Indemnified Person is an actual or potential party to such action or claim)
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such Claim or litigation and such
settlement shall not include any admission as to fault on the part of the
Indemnified Party. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified
Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action shall not relieve such indemnifying


 


14

















 


party of any liability to the Indemnified Person or
Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action.


 


d.                                      The
indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


e.                                       The
indemnity agreements contained herein shall be in addition to (i) any
cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


 


7.                                       CONTRIBUTION.


 


To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the
indemnifying party agrees to make the maximum contribution with respect to any
amounts for which it would otherwise be liable under Section 6 to
the fullest extent permitted by law; provided, however, that:  (i) no Person involved in the sale of
Registrable Securities that is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) in connection with such
sale shall be entitled to contribution from any Person involved in such sale of
Registrable Securities that was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited
to an amount equal to the net amount of proceeds received by such seller from
the sale of such Registrable Securities pursuant to the Registration Statement
giving rise to such action or claim for indemnification less the amount of any
damages that such seller has otherwise been required to pay in connection with
such sale.


 


8.                                       REPORTS
UNDER THE 1934 ACT.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the
1933 Act or any other similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public
without registration (“Rule 144”),
the Company agrees to:


 


a.                                       make
and keep public information available, as those terms are understood and
defined in Rule 144;


 


b.                                      file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1934 Act so long as the Company remains subject to such
requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 4(c) of the Securities Purchase Agreement)
and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


c.                                       furnish
to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144 and the 1934 Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the


 


15

















 


Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant
to Rule 144 without registration.


 


9.                                       ASSIGNMENT
OF REGISTRATION RIGHTS.


 


The rights under this
Agreement shall be automatically assignable by the Investors to any transferee
of all or any portion of Registrable Securities if: (i) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such transfer or assignment; (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being transferred
or assigned; (iii) immediately following such transfer or assignment the
further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act or applicable state securities laws; (iv) at
or before the time the Company receives the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of
the Securities Purchase Agreement.


 


10.                                 AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions 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 the Required
Buyers. Any amendment or waiver effected in accordance with this Section 10
shall be binding upon each Investor and the Company. No such amendment shall be
effective to the extent that it applies to less than all of the holders of the
Registrable Securities. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.


 


11.                                 MISCELLANEOUS.


 


a.                                       A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


 


b.                                      Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed
to have been delivered:  (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:


 


16

















 


If to the Company:


 


Averion International Corp.

225 Turnpike Road

Southborough, Massachusetts 01772 

Attention: General Counsel

Facsimile:(508) 597-5853


 


With copy to:


 


Foley & Lardner LLP

402 West Broadway, Suite 2100

San Diego, California 92101

Attention: Adam C. Lenain, Esq.

Facsimile: (619) 234-3510


 


If to Legal Counsel:


 


Akerman Senterfitt

One Southeast Third Avenue, 25th Floor 

Miami, Florida 33131-1714 

Attention: J. Thomas Cookson, Esq.


Attention: Jose Gordo, Esq.

Facsimile: (305) 374-5095


 


If to a Buyer, to its
address and facsimile number set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement, with copies to such Buyer’s
representatives as set forth on the Schedule of Buyers, or, in the
case of a Buyer or other party named above, to such other address and/or
facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party at least 5 days
prior to the effectiveness of such change.


 


If to an Investor (other
than a Buyer), to such Investor at the address and/or facsimile number
reflected in the records of the Company.


 


Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver or
other communication, (B) mechanically or electronically generated by the
sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided
by a courier or overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or deposit with a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively. Notwithstanding the foregoing, the Company or its counsel may transmit
versions of any Registration Statement (or any amendments or supplements
thereto) to Legal Counsel in satisfaction of its obligations under Section 3(c) hereof
to permit Legal Counsel to review such Registration Statement (or amendment or
supplement) prior to filing (and solely for such purpose) by email to tom.cookson@akerman.com
(or such other e-mail address as has been provided for such purpose), provided
that delivery and receipt of such transmission shall be confirmed by
electronic, telephonic or other means.


 


17

















 


c.                                       Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.


 


d.                                      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 jurisdictions) that
would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting 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. 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. 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.


 


e.                                       This
Agreement and the other Transaction Documents constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and thereof.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein and therein. This Agreement and the other
Transaction Documents supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.


 


f.                                         Subject
to the requirements of Section 9 hereof, this Agreement shall inure
to the benefit of and be binding upon the permitted successors and assigns of
each of the parties hereto.


 


g.                                      The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


h.                                      This
Agreement and any amendments hereto may be executed and delivered in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement,
and shall become effective when


 


18

















 


counterparts have been signed by each party hereto and
delivered to the other parties hereto, it being understood that all parties
need not sign the same counterpart. In the event that any signature to this
Agreement or any amendment hereto is delivered by facsimile transmission or by
e-mail delivery of a “.pdf” format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. At the request of any party each
other party shall promptly re-execute an original form of this Agreement
or any amendment hereto and deliver the same to the other party. No party hereto
shall raise the use of a facsimile machine or e-mail delivery of a “.pdf”
format data file to deliver a signature to this Agreement or any amendment
hereto or the fact that such signature was transmitted or communicated through
the use of a facsimile machine or e-mail delivery of a “.pdf” format data file
as a defense to the formation or enforceability of a contract, and each party
hereto forever waives any such defense.


 


i.                                          Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.


 


j.                                          All
consents and other determinations to be made by the Investors pursuant to this
Agreement shall be made, unless otherwise specified in this Agreement, by the
Required Buyers. Any consent or other determination approved by Investors as
provided in the immediately preceding sentence shall be binding on all
Investors.


 


k.                                       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.


 


l.                                          Each
Buyer and each holder of the Securities shall have all rights and remedies set
forth in the Transaction Documents and all rights and remedies that such Buyers
and holders have been granted at any time under any other agreement or contract
and all of the rights that such Buyers and holders have under any law. Any
Person having any rights under any provision of this Agreement shall be
entitled to enforce such rights specifically (without posting a bond or other
security or proving actual damages), to recover damages by reason of any breach
of any provision of this Agreement and to exercise all other rights granted by
law.


 


m.                                    This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns and, to the extent provided in Sections
6(a) and 6(b) hereof, each Investor, the directors,
officers, partners, members, managers, employees, agents, representatives of,
and each Person, if any, who controls any Investor within the meaning of the
1933 Act and the 1934 Act, and each of the Company’s directors, each of the
Company’s officers who signs the Registration Statement, and each Person, if
any, who controls the Company within the meaning of the 1933 Act and the 1934
Act, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.


 


19

















 


n.                                      The
obligations of each Investor hereunder are several and not joint with the
obligations of any other Investor, and no provision of this Agreement is
intended to confer any obligations on any Investor vis-à-vis any other Investor.
Nothing contained herein, and no action taken by any Investor pursuant hereto,
shall be deemed to constitute the Investors as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated herein.


 


o.                                      Unless
the context otherwise requires, (a) all references to Sections, Schedules
or Exhibits are to Sections, Schedules or Exhibits contained in or attached to
this Agreement, (b) each accounting term not otherwise defined in this
Agreement or the Securities Purchase Agreement has the meaning assigned to it
in accordance with GAAP, (c) words in the singular or plural include the
singular and plural and pronouns stated in either the masculine, the feminine
or neuter gender shall include the masculine, feminine and neuter, (d) the
words “hereof,” “herein” and words of similar effect shall reference this
Agreement in its entirety, and (e) the use of the word “including” in this
Agreement shall be by way of example rather than limitation.


 


[Signature Page Follows]


 


20

















 


IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be duly executed
as of day and year first above written.


 


COMPANY:


 


AVERION INTERNATIONAL
CORP.


 


 


	
  By:

  	
  /s/ Christopher G.
  Codeanne

  	
   

  
	
  Name:

  	
   

  	
  Christopher G. Codeanne

  	
   

  
	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  
					



 


 


[Company
Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  BUYERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMVEST INVESTMENT PARTNERS II, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comvest
  II Partners LLC

  	
   

  
	
   

  	
  Its:
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Cecilio M. Rodriguez

  	
   

  
	
   

  	
  Name:
  Cecilio M. Rodriguez

  
	
   

  	
  Title:
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CUMULUS INVESTORS, LLC,

  
	
   

  	
  a
  Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nader C. Kazeminy

  	
   

  
	
   

  	
  Name:
  Nader C. Kazeminy

  
	
   

  	
  Title:
  Chairman and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Philip T. Lavin, Ph.D.

  	
   

  
	
   

  	
  PHILIP T. LAVIN, PH.D., in his
  individual capacity

  
					



 


[Buyer Signature Page to Registration Rights Agreement]


 

















 


EXHIBIT A


 


FORM OF NOTICE OF
EFFECTIVENESS

OF REGISTRATION STATEMENT


 


[TRANSFER AGENT]

Attn:


 


Re:                             Averion
International Corp.


 


Ladies and Gentlemen:


 


We are counsel to Averion
International Corp., a Delaware corporation (the “Company”),
and have represented the Company in connection with that certain Securities
Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the buyers
named therein (collectively, the “Holders”),
pursuant to which the Company issued to the Holders (i) senior notes,
interest on which, under certain circumstances, is convertible into shares (the
“Initial Note Shares”) of the Company’s
common stock, $0.001 par value per share (the “Common Stock”),
and (ii) initial shares (the “Initial Shares”)
of the Common Stock, in each case subject to adjustment in accordance with the
terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase
Agreement, the Company also has entered into a Registration Rights Agreement
with the Holders (the “Registration Rights
Agreement”) pursuant to which the Company has registered the
Registrable Securities (as defined in the Registration Rights Agreement),
including the Common Stock, and the Note Shares, under the Securities Act of
1933, as amended (the “1933 Act”). In
connection with the Company’s obligations under the Registration Rights
Agreement, on                           ,
200  , the Company filed a Registration Statement on Form [S-   ]
(File No. 333-                    )
(the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) relating
to the Registrable Securities which names each of the Holders as a selling
stockholder thereunder.


 


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by
telephone that the SEC has entered an order declaring the Registration
Statement effective under the 1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS], and we have no knowledge, after telephonic inquiry
of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are
pending before, or threatened by, the SEC, and the Registrable Securities are
available for resale under the 1933 Act pursuant to the Registration Statement.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [ISSUER’S COUNSEL]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


cc:                                 [LIST
NAMES OF HOLDERS]


 


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