Exhibit 10.65
AMENDMENT NO. 2 TO
SECURITIES PURCHASE
AGREEMENT
AND WAIVER
THIS AMENDMENT NO. 2 TO
SECURITIES PURCHASE AGREEMENT AND WAIVER (this “Amendment”), is made
effective as of June 27, 2008 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
(“Lavin”), Gene Resnick, M.D. (“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).
WHEREAS , the Company, on the one hand, and ComVest,
Cumulus, Lavin, Resnick, MicroCap Ltd and MicroCap LP
(collectively, the “Buyers”), on the other hand, are
parties to that certain Securities Purchase Agreement, dated as of
October 31, 2007, as amended (the
“Agreement”);
WHEREAS , the Company, on the one hand, and ComVest and
Cumulus (collectively, the “Current Buyers”), are
entering into that certain Securities Purchase Agreement, dated as
of the date hereof (the “Current Agreement”);
and
WHEREAS , entering into this Amendment is a condition to
the Company and the Current Buyers entering into the Current
Agreement.
NOW, THEREFORE
, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Future Financing
. The Buyers hereby agree to
waive all notice provisions and any right or option they may have
to participate, pursuant to Section 4(t) of the Agreement, in the
financing provided under the Current Agreement and the transactions
contemplated thereby. The Buyers hereby consent to the
consummation of the transactions contemplated by the Current
Agreement.
2.
Permitted Liens
. The definition of Permitted
Liens in the Agreement is hereby amended by adding the following
clause at the end:
“(viii) Liens created by the Current Agreement and the
Security Agreement (as defined in the Current
Agreement).”
3.
Indebtedness
. Section 5(g) of the
Agreement is hereby amended by deleting the word “and”
after clause (v), inserting an “and” after clause (vii)
and adding the following clause at the end:
“(viii) Indebtedness of the Company and its
Subsidiaries issuable pursuant to the Current Agreement and the
Guaranty (as defined in the Current Agreement).”
