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).”


 

















 


4.             Affiliate Transactions. 
Section 5(k) of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:


 


“(k)         Affiliate Transactions.  From
the date of this Agreement until the first date following the Initial Closing
Date on which no Notes are outstanding and the Security Agreement has
terminated, the Company shall not and shall cause each of its Subsidiaries not
to, enter into, amend, modify or supplement any transaction, contract,
agreement, instrument, commitment, understanding or other arrangement with any
Related Party, except for (i) the transactions contemplated by the Current
Agreement and (ii) customary employment arrangements, benefit programs and
intercompany arrangements, on reasonable terms, that are not otherwise prohibited
by this Agreement.”


 


5.             Subsidiaries.  The
definition of Subsidiary set forth on the Appendix to the Agreement is hereby
amended by deleting it in its entirety and replacing it with the following:


 


““Subsidiary” means, as to
any Person, any other Person of which fifty percent (50%) or more of the
outstanding voting securities or other equity interests are owned, directly or
indirectly, by such Person;”


 


provided, however, that this amendment of the definition of Subsidiary
is not intended to, and does not, in any way effect the representations or
warranties set forth in Section 3 of the Agreement which were made as of the
date of the Agreement and the Closing Date and with reference to the definition
of “Subsidiary” as of those dates.


 


6.             Effect of this Amendment. 
Except as expressly set forth herein, no other amendments, changes or
modifications to the Agreement are intended or implied and in all other
respects the Agreement is hereby specifically ratified and confirmed by all
parties.  All references to the Agreement
in any other document, instrument, agreement or writing shall be deemed to
refer to the Agreement as amended hereby.


 


7.             Miscellaneous.


 


(a)           This Amendment shall
be binding upon and inure to the benefit of the Company and the Buyers and their
respective successors and assigns.


 


(b)           This Amendment 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.


 


(c)           This Amendment may
be executed in multiple counterparts, each of which shall be deemed an original
and together shall constitute one document. 
The headings listed herein are for convenience only.  This Amendment 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.


 


2

















 


IN WITNESS WHEREOF, the Company and the Buyers have caused this
Amendment No. 2 to Securities Purchase Agreement and Waiver to be duly executed
as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  AVERION INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence R. Hoffman

  
	
   

  	
  Name:

  	
  Lawrence
  R. Hoffman

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUYERS:

  
	
   

  	
   

  
	
   

  	
  COMVEST INVESTMENT PARTNERS II,

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ComVest
  II Partners, LLC, as Managing

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Cecilio M. Rodriguez

  
	
   

  	
   

  	
  Name:

  	
  Cecilio
  M Rodriguez

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CUMULUS INVESTORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nader J. Kazeminy

  
	
   

  	
  Name:

  	
  Nader
  J. Kazeminy

  
	
   

  	
  Title:

  	
  Chairman
  and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Philip T. Lavin, Ph.D.

  
	
   

  	
  Philip
  T. Lavin, Ph.D., in his individual capacity

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Signature Page to Amendment
  No. 2 To Securities Purchase Agreement and Waiver]

  
					



 

















 


	
   

  	
  /s/
  Dr. Gene Resnick

  
	
   

  	
  Dr. Gene
  Resnick, in his individual capacity

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROCAPITAL FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Ivanoc

  
	
   

  	
  Name:

  	
  John
  Ivanoc

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROCAPITAL FUND, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Ivanoc

  
	
   

  	
  Name:

  	
  John
  Ivanoc

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature Page to Amendment
No. 2 To Securities Purchase Agreement and Waiver]