Securities Purchase Agreement (2007)Full Document 

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SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (the \"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 investors listed on the Schedule of Buyers attached hereto
(each, a \"Buyer\" and, collectively, the \"Buyers\").  Capitalized terms used
and not defined elsewhere in this Agreement have the respective meanings
assigned to such terms in the Appendix hereto.
WHEREAS:
A.     The Company and the Buyers are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Rule 506 of
Regulation D (\"Regulation D\") as promulgated by the United States Securities
and Exchange Commission (the \"SEC\") under the Securities Act of 1933, as
amended (the \"1933 Act\").
B.     The Buyers, severally and not jointly, desire to purchase from the
Company, and the Company wishes to sell to the Buyers, upon the terms and
conditions stated in this Agreement:
(1)     Secured senior notes, in the form attached as Exhibit A, in the
aggregate principal amount of $26,000,000 as follows: (a) $24,000,000 in the
aggregate principal amount of Notes (the \"Initial Notes\") shall be purchased
by the Buyers on the Initial Closing Date (as defined below); and (ii)
$2,000,000 in the aggregate principal amount of Notes (the \"Additional Notes\"
and together with the Initial Notes and 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, the \"Notes\") shall be purchased by the Buyers on the
Additional Closing Date (as defined below) for a total aggregate principal
amount of Notes equal to $26,000,000; and
(2)     Shares of Common Stock as set forth on the Schedule of Buyers (the
\"Shares\") which shall be issued at the Initial Closing and the Additional
Closing in proportion to the principal amount of Notes purchased at the
applicable Closing.
C.     Contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Registration Rights Agreement, in
the form attached as Exhibit B (as the same may be amended, supplemented,
restated or modified and in effect from time to time, the \"Registration Rights
Agreement\"), pursuant to which the Company agrees to provide certain
registration rights under the 1933 Act, with respect to the Shares.
D.     Contemporaneously with the execution and delivery of this Agreement, the
Company and its Subsidiaries are executing and delivering a Security Agreement,
in the form attached as Exhibit C (as the same may be amended, supplemented,
restated or modified and in effect from time to time, the \"Security
Agreement\"), in favor of the Collateral Agent (as defined in the Security
Agreement), for the benefit of the Buyers, pursuant to which the Company and its
Subsidiaries will agree to provide the Collateral Agent (as defined in the
Security Agreement), as agent for the Buyers, with security interests in
substantially all of the material assets of the Company and its Subsidiaries.
E.     Within fifteen (15) Business Days after the Initial Closing, the Company
will execute and deliver one or more fully executed Deposit Account Control
Agreements, in the form requested by each applicable financial institution and
reasonably acceptable to the Collateral Agent (the \"Account Control
Agreements\"), pursuant to which the Company and each of its Subsidiaries that
maintain bank, brokerage or other similar accounts will agree to provide the
Collateral Agent with \"control\" of such accounts.
F.     Contemporaneously with the Initial Closing, each of the Company's
Subsidiaries will execute and deliver a Guaranty, in the form attached hereto as
Exhibit D (as the same may be amended, supplemented, restated or modified and in
effect from time to time, the \"Guaranty\"), pursuant to which the Subsidiaries
will agree to guaranty certain obligations of the Company (the guarantees under
the Guaranty, including any such guarantees added after the Closing, being
referred to herein as the \"Guarantees\").
G.     Contemporaneously with the Initial Closing, the Company and each of its
Subsidiaries will each execute and deliver a Pledge Agreement, substantially in
the form attached as Exhibit E (each, a \"Pledge Agreement\"), pursuant to which
the Company and each such Subsidiary will agree to pledge all of the capital
stock or other equity interests in the Subsidiaries and their Affiliates that it
directly owns to the Buyers as collateral for the Notes.
H.     Subject to the full execution of this Agreement, the Company and the
holder of all of the issued and outstanding Capital Stock of Hesperion Ltd., a
Swiss corporation (\"Hesperion\") shall, concurrently therewith, enter into a
Securities Purchase Agreement dated October 31, 2007 in substantially the form
attached as Exhibit F hereto (the \"Hesperion Acquisition Agreement\"), pursuant
to which, on the Acquisition Closing Date, the Company will acquire all of the
issued Capital Stock of Hesperion for an aggregate purchase price of
(euro)25,000,000 (the \"Hesperion Acquisition\").
NOW THEREFORE, the Company and each of the Buyers, severally and not jointly,
hereby agree as follows:
1.     PURCHASE AND SALE OF NOTES AND SHARES.
a.     Purchase and Sale of Notes and Shares.  Subject to the satisfaction (or
waiver) of the conditions set forth in Sections 7 and 8 below, the Company shall
issue and sell to each Buyer and each Buyer each Buyer severally agrees to
purchase from the Company the Notes in two (2) closings as follows:
(i)     On the Initial Closing Date, each Buyer shall purchase (a) Initial Notes
in the respective principal amounts set forth opposite such Buyer's name on the
Schedule of Buyers, which Initial Notes shall be issued to the Buyers on the
Initial Closing Date; and (b) the number of Shares next to such Buyer's name on
the Schedule of Buyers, which shall be issued to such Buyer on the Initial
Closing Date.  The purchase price (the \"Initial Purchase Price\") for the
Initial Notes and the related Shares purchased by each Buyer shall be as set
forth opposite such Buyer's name on the Schedule of Buyers (representing an
aggregate purchase price of $24,000,000 for the Initial Notes and Shares to be
purchased by the Buyers at the Initial Closing); and
(ii)     On the Additional Closing Date, each Buyer shall purchase (a)
Additional Notes in the respective principal amounts set forth opposite such
Buyer's name on the Schedule of Buyers, which Additional Notes shall be issued
to the Buyers on the Additional Closing Date, and (b) the number of Shares next
to such Buyer's name on the Schedule of Buyers, which shall be issued to such
Buyer on the Additional Closing Date.  The purchase price (the \"Additional
Purchase Price\" and together with the Initial Purchase Price, the \"Purchase
Price\") for the Additional Notes purchased by each Buyer shall be as set forth
opposite such Buyer's name on the Schedule of Buyers (representing an aggregate
purchase price of $2,000,000 for the Additional Notes to be purchased by the
Buyers at the Additional Closing.
b.     Closing Dates.
(i)     The date and time of the initial closing (the \"Initial Closing\") shall
be 10:00 a.m., New York City time, on the Acquisition Closing Date, subject to
the satisfaction (or waiver) of all of the conditions to the Closing set forth
in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to
by the Company and the Buyers) (the \"Initial Closing Date\").  The Initial
Closing shall occur at the offices of Foley & Lardner LLP, 402 West Broadway,
Suite 2100, San Diego, California  92101, or at such other place as the Company
and Buyers may collectively designate in writing.
(ii)     The date and time of the additional closing (the \"Additional
Closing\") shall be 10:00 a.m., New York City time, on the date that is within
thirty (30) calendar days from the Initial Closing Date, subject to the
satisfaction (or waiver) of all of the conditions to the Closing set forth in
Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company
and the Buyers) (the \"Additional Closing Date,\" each of the Initial Closing
Date and the Additional Closing Date being referred to herein as a \"Closing

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