Exhibit 10.54
AMENDMENT TO
SECURITY AGREEMENT AND JOINDER AGREEMENT
This AMENDMENT TO SECURITY 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 ”), Averion Inc., a Delaware
corporation (“ Averion Inc. ”), and IT&E
International, a California corporation (“ IT&E
”), on the one hand, and 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 ”), on the
other hand. 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 additional shares of the Company’s common stock in the
aggregate amount of nine million six hundred thousand (9,600,000)
Shares (the “ Additional Shares ”);
WHEREAS ,
concurrently herewith, the Agreement is being amended to amend the
Schedule of Buyers to provide that Resnick, MicroCap
Ltd. and MicroCap LP (collectively, the “ Additional
Buyers ”) will now participate in the Additional Closing
and purchase the Additional Notes and Additional Shares in place of
ComVest;
WHEREAS,
concurrently with the Initial Closing, the Company, Averion Inc.
and IT&E (collectively, the Debtor ”) and Cumulus,
in its capacity as Collateral Agent and for the benefit of itself
and the Original Buyers (the “ Collateral Agent
”), entered into that certain Security Agreement (the “
Security Agreement ”), pursuant to which the Debtor
granted a security interest in and lien upon all of the
Debtor’s assets as security for the performance of the
Company’s obligations under the Notes;
WHEREAS , pursuant
to Section 5.12 of the Security Agreement, the Original Buyers
entered into the Security Agreement solely for the purposes of
appointing Cumulus as their Collateral Agent to act as the secured
party (the “ Secured Party ”) under the Security
Agreement;
WHEREAS, pursuant
to Section 5.4 of the Security Agreement, the Company and
Collateral Agent, must consent to any amendment to the Security
Agreement, and any such amendment approved by the requisite consent
is binding on all of the parties to the Agreement; and
