OMNIBUS AMENDMENTOmnibus Amendment • March 30th, 2009 • Averion International Corp. • Services-commercial physical & biological research • New York
This OMNIBUS AMENDMENT (this “Amendment”), dated as of March 13, 2009 (the “Effective Date”), by and among Averion International Corp., a Delaware corporation (the “Company”), on the one hand, and (i) the 2007 Buyers (defined below) holding at least sixty six and two thirds percent (66 2/3%) of the aggregate original principal amount of the 2007 Notes (defined below) (a “2007 Required Majority”); and (ii) the 2008 Buyers (defined below) holding at least sixty six and two thirds percent (66 2/3%) of the aggregate original principal amount of the 2008 Notes (defined below) (a “2008 Required Majority”), on the other hand, amends: (i) that certain Securities Purchase Agreement by and among the Company and the 2007 Buyers dated as of October 31, 2007, as amended on November 5, 2007, and further amended on June 27, 2008 (the “2007 Securities Purchase Agreement”); and (ii) those certain Notes (defined below) entered into in connection with the 2007 Securities Purchase Agreement and 2008 Secur
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2009 • Averion International Corp. • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2008, by and among Averion International Corp., a Delaware corporation, with principal offices located at 225 Turnpike Road, Southborough, Massachusetts 01772 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
SECURITY AGREEMENTSecurity Agreement • March 30th, 2009 • Averion International Corp. • Services-commercial physical & biological research • New York
AMENDMENT NO. 1 TO GUARANTYGuaranty • March 30th, 2009 • Averion International Corp. • Services-commercial physical & biological research • New York
THIS AMENDMENT NO. 1 TO GUARANTY (this “Amendment”) dated as of June 27, 2008 is made, jointly and severally, by HESPERION US, INC. a Maryland corporation (“Hesperion”, and together with and each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Cumulus Investors, LLC, a Nevada limited liability company, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the Buyers (as defined in the Purchase Agreements described below).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND WAIVERSecurities Purchase Agreement • March 30th, 2009 • Averion International Corp. • Services-commercial physical & biological research • New York
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).
