Exhibit 10.55


 


AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

AND JOINDER AGREEMENT


 


This
AMENDMENT TO REGISTRATION RIGHTS 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 will 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, 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
and the Original Buyers entered into that certain Registration Rights
Agreement, pursuant to which the Company agreed to register all of the Shares
and Additional Shares (the “Registration Rights Agreement”);


 


WHEREAS,  the Company and
each of the Original Buyers desires to amend the Registration Rights Agreement
to include the Additional Buyers as “Buyers” and/or “Investors” under the
Registration Rights Agreement so that the Additional Buyers will be entitled to
have the same rights and privileges granted to the Original Buyers and so that
the Additional Buyers will be bound by all of the terms and conditions set
forth therein; and


 


WHEREAS,  pursuant to Section 10
of the Registration Rights Agreement, the Company and 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 Registration Rights Agreement, and any such amendment
approved by the requisite consent is binding on all of the parties to the Registration
Rights Agreement.


 

















 


AMENDMENT


 


1.                                       Joinder of Additional Buyers. Each of the Additional Buyers hereby joins
in the execution of the Registration Rights 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” and/or “Investor,” as
applicable, under the Registration Rights Agreement with the same force and
effect as if originally named therein as a Buyer and/or Investor. In addition,
each of the Additional Buyers agrees to be bound by all of the terms and
provisions of the Registration Rights Agreement, including, without limitation,
the obligations set forth in Section 4 of the Registration Rights Agreement.
Each reference to a “Buyer” and/or “Investor” in the Registration Rights Agreement,
as applicable, shall be deemed to include each of the Additional Buyers.


 


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


 


3.                                       Miscellaneous.


 


a.                                       Agreement
Amended. Subject to the provisions of this Section 3, this Amendment
and Joinder shall be deemed to be an amendment to the Registration Rights
Agreement. All references to the Registration Rights Agreement in any other
document, instrument, agreement or writing hereafter shall be deemed to refer
to the Registration Rights 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
parties have caused this AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND JOINDER
AGREEMENT to be duly executed as of day and year first above written.


 


	
  COMPANY:

  
	
   

  
	
  AVERION INTERNATIONAL
  CORP.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Christopher G.
  Codeanne

  	
   

  
	
  Name: Christopher G.
  Codeanne

  
	
  Title: Chief Financial
  Officer

  



 


[Company Signature Page to Amendment to Registration Rights
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/ Gene Resnick, M.D.

  	
   

  
	
   

  	
  GENE RESNICK, M.D.,
  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 Registration Rights Agreement and Joinder Agreement]