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.


 

















 


2.                                       Joinder of Additional Buyers. Each of the Additional Buyers hereby joins
in the execution of the Agreement. By executing this Amendment and Joinder, the
Company and each of the Original Buyers, who represent all of the Buyers that
participated in the Initial Closing, hereby agree that each of the Additional
Buyers is a “Buyer” under the Agreement with the same force and effect as if
originally named therein as a Buyer. In addition, each of the Additional Buyers
agrees to be bound by all of the terms and provisions of the Agreement and
represents and warrants that the representations and warranties set forth in Section 2
of the Agreement are, with respect to each such Additional Buyer, true and
correct as of the date hereof. Each reference to a “Buyer” in the Agreement
shall be deemed to include each of the Additional Buyers.


 


3.                                       Full Force and Effect. Except as modified above, all other terms
and provisions of the Agreement shall remain in full force and effect in
accordance with their terms.


 


4.                                       Miscellaneous.


 


a.                                       Agreement
Amended. Subject to the provisions of this Section 4, this Amendment
and Joinder shall be deemed to be an amendment to the Agreement. All references
to the Agreement in any other document, instrument, agreement or writing
hereafter shall be deemed to refer to the Agreement as amended hereby.


 


b.                                      Successors
and Assigns. This Amendment and Joinder shall be binding upon and inure to
the benefit of the Company, the Original Buyers and the Additional Buyers and
their respective successors and assigns.


 


c.                                       Governing
Law. This Amendment and Joinder and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the
laws of the State of New York, without regard to conflict of laws principles.


 


d.                                      Counterparts.
This Amendment and Joinder may be executed in multiple counterparts, each
of which shall be deemed an original and together shall constitute one
document. This Amendment and Joinder may be executed and transmitted via
facsimile or electronic transmission in PDF form with the same validity as
if it were an ink-signed document.


 


[Remainder of Page Intentionally
Left Blank]


 


2

















 


IN
WITNESS WHEREOF, the
Company, the Original Buyers and the Additional Buyers have caused this AMENDMENT
TO SECURITIES PURCHASE AGREEMENT AND JOINDER AGREEMENT to be duly executed as
of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVERION INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher G. Codeanne

  
	
   

  	
  Name: Christopher G. Codeanne

  
	
   

  	
  Title: Chief Financial Officer

  



 


[Company Signature Page to Amendment
to Securities Purchase Agreement and Joinder Agreement]


 

















 


	
   

  	
  ORIGINAL 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDITIONAL BUYERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Dr. Gene Resnick

  
	
   

  	
  DR. GENE RESNICK, in his individual capacity

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROCAPITAL FUND, LTD.,  a Cayman-

  domiciled investment corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian P. Ellis

  
	
   

  	
  Name: Ian P. Ellis

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROCAPITAL FUND LP,  a Delaware
  limited

  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian P. Ellis

  
	
   

  	
  Name: Ian P. Ellis

  
	
   

  	
  Title: President

  
						



 


[Buyer Signature Page to Amendment
to Securities Purchase Agreement and Joinder Agreement]


 

















 


EXHIBIT A


 


SCHEDULE OF
BUYERS


 


	
  Buyer’s Name

  	
   

  	
  Buyer Address

  and Contact Info

  	
   

  	
  Principal

  Amount

  of Initial Notes

  	
   

  	
  Initial

  Allocation

  Percentage

  	
   

  	
  Principal

  Amount

  of Add’l

  Notes

  	
   

  	
  Additional

  Closing

  Allocation

  Percentage

  	
   

  	
  Aggregate
  Total

  Principal Amount

  of all Notes

  	
   

  	
  Number of
  Shares

  to be Delivered at

  Initial Closing

  	
   

  	
  Number of

  Shares

  to be Delivered

  at Additional

  Closing

  	
   

  	
  Total Buyer

  Allocation

  Percentage

  	
   

  	
  Buyer’s

  Representative’s

  Address and

  Facsimile Number (to

  receive copies of

  notices)

  	
   

  
	
  ComVest Investment

  Partners II LLC

  	
   

  	
  One North
  Clematis St.,

  Suite 300

  West Palm Beach, FL 33409

  Attn: Michael Falk

  Tel: [          ]

  Fax: [         ]

  	
   

  	
  $

  	
  11,000,000

  	
   

  	
  45.83

  	
  %

  	
  $

  	
  0

  	
   

  	
  0

  	
  %

  	
  $

  	
  11,000,000

  	
   

  	
  52,800,000

  	
   

  	
  0

  	
   

  	
  42.31

  	
  %

  	
  Akerman
  Senterfitt 

  Attn: Jose Gordo

  One S.E. Third Avenue

  Miami, Florida 33131

  Attn: Carl Roston, 

  Esq.  

  Tel: 305-374-5600

  Fax: 305-374-5095

  	
   

  
	
  Cumulus Investors, LLC

  	
   

  	
  8500 Normandale
  Lake Boulevard 

  Suite 650 Bloomington MN 55437

  Attn: [        ]

  Tel: [        ]

  Fax: [        ]

  	
   

  	
  $

  	
  11,000,000

  	
   

  	
  45.83

  	
  %

  	
  $

  	
  0

  	
   

  	
  0

  	
  %

  	
  $

  	
  11,000,000

  	
   

  	
  52,800,000

  	
   

  	
  0

  	
   

  	
  42.31

  	
  %

  	
  [        ]

  	
   

  
	
  Dr. Philip T. Lavin

  	
   

  	
  c/o Averion
  International
  Corp. 

  225 Turnpike Road 

  Southborough, MA 01772 

  U.S. 

  Tel: 508-597-6216

  Fax: 508-597-6061

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
  8.34

  	
  %

  	
  $

  	
  0

  	
   

  	
  0

  	
  %

  	
  $

  	
  2,000,000

  	
   

  	
  9,600,000

  	
   

  	
  0

  	
   

  	
  7.69

  	
  %

  	
  [         ]

  	
   

  
	
  Dr. Gene Resnick

  	
   

  	
  [          ]
  [          ]
  [          ]

  Tel: [          ] 

  Fax: [          ]

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
  %

  	
  $

  	
  125,000

  	
   

  	
  6.25

  	
  %

  	
  $

  	
  125,000

  	
   

  	
  0

  	
   

  	
  600,000

  	
   

  	
  0.48

  	
  %

  	
  [         ]

  	
   

  
	
  MicroCapital Fund L.P.

  	
   

  	
  [          ]
  [          ]
  [          ] 

  Attn: [          ]

  Tel: [          ]

  Fax: [         ]

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
  %

  	
  $

  	
  1,406,250

  	
   

  	
  70.31

  	
  %

  	
  $

  	
  1,406,250

  	
   

  	
  0

  	
   

  	
  6,750,000

  	
   

  	
  5.41

  	
  %

  	
  [         ]

  	
   

  
	
  MicroCapital Fund Ltd

  	
   

  	
  Same contact info
  as MicroCapital Fund L.P.

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
  %

  	
  $

  	
  468,750

  	
   

  	
  23.44

  	
  %

  	
  $

  	
  468,750

  	
   

  	
  0

  	
   

  	
  2,250,000

  	
   

  	
  1.80

  	
  %

  	
  [         ]