Eresearchtechnology Inc /De/ Sample Contracts

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AMONG
Asset Purchase Agreement • November 12th, 1997 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
LEASE SUMMARY
Lease Agreement • November 13th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • New Jersey
MANAGEMENT EMPLOYMENT AGREEMENT ------------------------------- ADDENDUM --------
Employment Agreement • November 4th, 2004 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania
COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • March 31st, 1999 • Premier Research Worldwide LTD • Services-testing laboratories • Maryland
eResearch Technology, Inc. SERIES A PREFERRED STOCK PURCHASE AGREEMENT March 24, 2000 TABLE OF CONTENTS
Preferred Stock Purchase Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
CONTENTS CONTENTS
Eresearchtechnology Inc /De/ • March 11th, 2005 • Services-testing laboratories
R E C I T A L S
Voting Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Pennsylvania
Execution Copy AGREEMENT AND PLAN OF MERGER by and among EXPLORER HOLDINGS, INC., EXPLORER ACQUISITION CORP. and ERESEARCHTECHNOLOGY, INC. dated as of April 9, 2012
Agreement and Plan of Merger • April 10th, 2012 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 9, 2012 by and among Explorer Holdings, Inc., a Delaware corporation (“Parent”), Explorer Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and eResearchTechnology, Inc., a Delaware corporation (the “Company”).

WITNESSETH: ARTICLE ONE
Lease Agreement • November 27th, 1996 • Premier Research Worldwide LTD • Delaware
Agreement ---------
Sublease • May 5th, 2004 • Eresearchtechnology Inc /De/ • Services-testing laboratories
BETWEEN
Tax Allocation Agreement • November 27th, 1996 • Premier Research Worldwide LTD • New Jersey
AGREEMENT AND PLAN OF ORGANIZATION
Agreement and Plan of Organization • November 27th, 1996 • Premier Research Worldwide LTD • Pennsylvania
eReserachTechnology, Inc. INVESTOR RIGHTS AGREEMENT March 24, 2000
Rights Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
BACKGROUND
Teaming Agreement • November 27th, 1996 • Premier Research Worldwide LTD • Delaware
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Recitals:
Stock Purchase Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
MANAGEMENT EMPLOYMENT AGREEMENT ------------------------------- ADDENDUM --------
Employment Agreement • November 4th, 2004 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania
PREFERRED STOCK PURCHASE AGREEMENT BETWEEN DLB SYSTEMS, INC. AND PREMIER RESEARCH WORLDWIDE LIMITED
Preferred Stock Purchase Agreement • August 14th, 1997 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
DIRECTOR STOCK OPTION AGREEMENT
Director Stock • March 31st, 1998 • Premier Research Worldwide LTD • Services-testing laboratories

Dated February 27, 1997 and delivered by Premier Research Worldwide, Ltd., a Delaware corporation (the "Company"), to Connie Woodburn (the "Optionee"), a member of the Board of Directors of the Company. 1. Grant. The Company hereby grants to the Optionee, pursuant to the Company's 1996 Stock Option Plan (the "Plan"), an option (the "Option") to purchase an aggregate of 4,402 shares of the common stock, $.01 par value (the "Common Stock"), of the Company, subject to the terms and provisions set forth herein and in the Plan. The option exercise price equals $22.125, subject to adjustment as provided in the Plan. 2. Expiration of Option. The Option shall expire on February 27, 2002, unless earlier terminated as follows: (a) Termination of Directorship. If Optionee shall cease to be a member of the Board of Directors of the Company for any reason, the Option shall terminate three months following such event. (b) Sale. The Option shall terminate one month following a Sale of the Company. Fo

MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • May 6th, 2011 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania

The following agreement (hereinafter known as “Agreement”) is hereby entered into between Thomas Devine (hereinafter known as “Employee”) and eResearchTechnology, Inc. (together with its affiliated corporations hereinafter known as the “Company”) and having its principal offices at 30 S. 17th Street, Philadelphia, PA 19103.

LOAN AGREEMENT
Loan Agreement • May 5th, 2004 • Eresearchtechnology Inc /De/ • Services-testing laboratories

This Agreement amends and restates in its entirety that certain Loan Agreement dated August 11, 2003 and applies to the loan or loans (individually and collectively, the "Loan") evidenced by one or more promissory notes dated April 29, 2004 or other notes subject hereto, as modified from time to time (whether one or more, the "Note"), the standby letters of credit issued hereunder (each, a "Letter of Credit" and collectively, the "Letters of Credit") and all Loan Documents. The terms "Loan Documents" and "Obligations," as used in this Agreement, are defined in the Note.

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