Exhibit 10.53
AMENDMENT TO
SECURITIES PURCHASE AGREEMENT AND JOINDER AGREEMENT
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT
AND JOINDER AGREEMENT (this “ Amendment and Joinder
”) is made effective as of November 5, 2007, by and
among Averion International Corp., a Delaware corporation (the
“ Company ”), ComVest Investment Partners II
LLC, a Delaware limited liability company (“ ComVest
”), Cumulus Investors, LLC, a Nevada limited liability
company (“ Cumulus ”), Dr. Philip T. Lavin,
an individual (“ Lavin ”), Gene Resnick, M.D.,
an individual (“ Resnick ”), MicroCapital Fund,
Ltd., a Cayman-domiciled investment corporation (“
MicroCap Ltd. ”), and MicroCapital Fund LP, a Delaware
limited partnership (“ MicroCap LP ”).
Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Agreement (defined
below).
RECITALS
WHEREAS , the
Company, on the one hand, and ComVest, Cumulus and Lavin
(collectively, the “ Original Buyers ”), on the
other hand, previously entered into that certain Securities
Purchase Agreement dated as of October 31, 2007 (the “
Agreement ”), pursuant to which the Company sold
Twenty Four Million Dollars ($24,000,000) of senior secured notes
(the “ Notes ”) and issued an aggregate of one
hundred fifteen million two hundred thousand (115,200,000) shares
of the Company’s common stock (the “ Shares
”) to the Original Buyers on October 31, 2007 (the
“ Initial Closing ”);
WHEREAS , pursuant
to the Agreement, an additional closing (the “ Additional
Closing ”) was scheduled to occur within thirty (30) days
after the Initial Closing, whereby ComVest would purchase
additional Notes in the aggregate principal amount of Two Million
Dollars ($2,000,000) (the “ Additional Notes ”)
and the Company would issue additional shares of the
Company’s common stock to ComVest in the aggregate amount of
nine million six hundred thousand (9,600,000) Shares (the “
Additional Shares ”);
WHEREAS, ComVest
now desires to allow Resnick, MicroCap Ltd. and MicroCap LP
(collectively, the “ Additional Buyers ”) to
participate in the Additional Closing and to purchase the
Additional Notes and Additional Share that ComVest was previously
obligated to purchase, and each of the Company and the Original
Buyers desires to amend the Agreement to permit the Additional
Buyers to participate in the Additional Closing, become parties to
the Agreement and to be bound by all of the terms and conditions
set forth therein; and
WHEREAS, pursuant
to Section 11(e) of the Agreement, the Company and the
Original Buyers that purchased at least sixty six and two thirds
percent (66 2/3%) of the aggregate original principal amount of the
Notes at the Initial Closing must consent to any amendment to the
Agreement, and any such amendment approved by the requisite consent
is binding on all of the parties to the Agreement.
NOW THEREFORE , for
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
A M E N D M E N T
1.
Amendment to Schedule of Buyers . The
Schedule of Buyers attached to the Agreement is hereby
deleted in its entirety and amended and restated to read as set
forth on Exhibit A attached hereto.
