EXECUTION FORM AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 25th, 2005 • Cea Acquisition Corp • Blank checks • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2003 • Cea Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the nd day of , 2003, by and among: CEA Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").
EXHIBIT 10.6 [ETRIALS LOGO OMITTED] EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among between CEA Acquisition Corporation, a Delaware corporation that from and after the Effective Time shall have a principal...Employment Agreement • August 25th, 2005 • Cea Acquisition Corp • Blank checks
August 22, 2005 CEA Acquisition Corporation 101 East Kennedy Boulevard, Suite 3300 Tampa, Florida 33602 Attention: Robert Moreyra, Executive Vice President Re: Lock-Up Agreement Ladies and Gentlemen: In connection with the Agreement and Plan of Merger...Lock-Up Agreement • August 25th, 2005 • Cea Acquisition Corp • Blank checks
CEA ACQUISITION CORPORATIONStock Escrow Agreement • November 3rd, 2005 • Cea Acquisition Corp • Blank checks
Exhibit 10.8 ESCROW AGREEMENT ESCROW AGREEMENT ("Agreement") dated [Closing Date] among CEA ACQUISITION CORPORATION, a Delaware corporation ("CEA"), JAMES W. CLARK, JR., AS THE ETRIALS STOCKHOLDERS' REPRESENTATIVE, being the representative of the...Escrow Agreement • August 25th, 2005 • Cea Acquisition Corp • Blank checks • Delaware
WARRANT AGREEMENTWarrant Agreement • February 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
Agreement made as of , 2004 between CEA Acquisition Corporation, a Delaware corporation, with offices at 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").
VOTING AGREEMENT VOTING AGREEMENT, dated as of this 22nd day of August, 2005 ("Agreement"), among each of the persons listed under the caption "etrials Group" on Exhibit A attached hereto (the "etrials Group") and each of the persons listed under the...Voting Agreement • August 25th, 2005 • Cea Acquisition Corp • Blank checks • Delaware
CEA ACQUISITION CORPORATION UNDERWRITING AGREEMENTWarrant Agreement • February 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
The undersigned, CEA Acquisition Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as "you," "EBC" or the "Representative") and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2004 by and between CEA Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 3rd, 2005 • Cea Acquisition Corp • Blank checks • New York
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 1st, 2009 • Etrials Worldwide Inc. • Services-prepackaged software • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of May 30, 2009 (this “Agreement”), by and among Merge Healthcare Incorporated, a Delaware corporation (“Parent”), and (the “Stockholder”). This Agreement shall be effective as of May 30, 2009. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2009 • Etrials Worldwide Inc. • Services-prepackaged software • North Carolina
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of the 15th day of August, 2008 (the “Effective Date”), by and between etrials, Inc., a Delaware corporation (the "Company") (where the context permits, references to the Company also shall include etrials Worldwide, Inc., a Delaware corporation, of which etrials, Inc. is a wholly-owned subsidiary, and etrials Worldwide Limited, a corporation of England and Wales which is a sister company to etrials, Inc., and any future direct or indirect subsidiary of etrials Worldwide, Inc.); and Michael Mickens ("Employee");
November 12, 2003Cea Acquisition Corp • December 24th, 2003 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of CEA Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 9th, 2004 • Cea Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2004 ("Agreement"), by and among CEA ACQUISITION CORPORATION, a Delaware corporation ("Company"), CEA GROUP, LLC, ROBERT MOREYRA, DONALD RUSSELL, HAROLD EWEN and BRAD GORDON (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 20th, 2009 • Etrials Worldwide Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 15, 2009 by and among Bio-Imaging Technologies, Inc., a Delaware corporation (“Parent”), BioClinica Acquisition, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Parent (“Merger Sub"), and etrials Worldwide, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger made and entered into as of May 4, 2009 by and among Parent, Merger Sub and the Company (the “Agreement”). All capitalized terms that are used in this Amendment and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2005 • Cea Acquisition Corp • Blank checks
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into between etrials Worldwide, Inc., a Delaware corporation with a principal place of business at 2701 Aerial Center Parkway, Suite 100, Morrisville, NC 27560 (the “COMPANY”) and John Cline, (the “EXECUTIVE”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 20th, 2009 • Etrials Worldwide Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 19, 2009 by and among Bio-Imaging Technologies, Inc., a Delaware corporation (“Parent”), BioClinica Acquisition, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Parent (“Merger Sub"), and etrials Worldwide, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger made and entered into as of May 4, 2009 by and among Parent, Merger Sub and the Company, as amended by that certain Amendment No. 1 dated as of May 15, 2009 (the “Agreement”). All capitalized terms that are used in this Amendment and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
AGREEMENT AND PLAN OF MERGER among MERGE HEALTHCARE INCORPORATED, MERGE ACQUISITION CORP, and ETRIALS WORLDWIDE, INC. Dated as of May 30, 2009Agreement and Plan of Merger • June 1st, 2009 • Etrials Worldwide Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 30, 2009 (this "Agreement") among Merge Healthcare Incorporated, a Delaware corporation ("Parent"), Merge Acquisition Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent ("Merger Sub"), and etrials Worldwide, Inc., a Delaware corporation (the "Company").
REVISED ESCROW AGREEMENTRevised Escrow Agreement • December 13th, 2005 • Cea Acquisition Corp • Blank checks • New York
CEA, etrials Worldwide, Inc. (“etrials”), certain stockholders of etrials, and etrials Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of CEA (“Merger Subsidiary”), are the parties to an Agreement and Plan of Merger and Reorganization dated as of August 22, 2005 (the “Merger Agreement”) pursuant to which the Merger Subsidiary has merged with and into etrials so that etrials has become a wholly-owned subsidiary of CEA. Pursuant to Section 1.20 of the Merger Agreement, the Trigger Shares and Additional Trigger Shares are subject to cancellation upon the occurrence of certain events. Pursuant to Article VII of the Merger Agreement, CEA is to be indemnified in certain respects by the application of the Holdback Shares (as that term is defined in Section 1(a), below) including the Additional Trigger Shares. The parties desire to establish escrow funds with respect to the application of the Trigger Shares and Additional Trigger Shares in accordance with Section 1.20 of
As of August 10, 2005Cea Acquisition Corp • October 28th, 2005 • Blank checks
RBC Centura NEGATIVE PLEDGE AGREEMENT (SD-L&S)Negative Pledge Agreement • October 28th, 2005 • Cea Acquisition Corp • Blank checks • North Carolina
THIS NEGATIVE PLEDGE AGREEMENT (“Agreement”) is entered into, as of February 1, 2005, by ETRIALS WORLDWIDE, INC., a Delaware corporation (“Borrower”), with a mailing address of 2701 Aerial Center Parkway, Suite 100, Morrisville, North Carolina 27560, to RBC CENTURA BANK, with a mailing address of 3201 Beechleaf Court, Suite 700, Raleigh, North Carolina 27604, Attention: Group Executive - KBI (“Bank”).
CEA ACQUISITION CORPORATIONCea Acquisition Corp • November 10th, 2003
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 13th, 2005 • Cea Acquisition Corp • Blank checks • New York
AMENDMENT, dated October 31, 2005, to AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) made and entered into as of August 22, 2005, by and among CEA Acquisition Corporation, a Delaware corporation (“Parent”), etrials Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), etrials Worldwide, Inc., a Delaware corporation (“Company”), and each of the persons listed under the caption “Stockholders” on the signature page hereof, such persons being stockholders of the Company (each a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein that are defined in the Merger Agreement shall have the same meanings as used in the Merger Agreement.
RBC Centura LOAN AND SECURITY AGREEMENT (SD-L&S)Loan and Security Agreement • October 28th, 2005 • Cea Acquisition Corp • Blank checks • North Carolina
This LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into as of the 1st day of February, 2005, by and between RBC CENTURA BANK (“Bank”) and ETRIALS WORLDWIDE, INC., a Delaware corporation (“Borrower”).
RBC Centura SIXTH MODIFICATION AGREEMENT (KBI)Centura Sixth Modification Agreement • July 16th, 2007 • Etrials Worldwide Inc. • Services-prepackaged software • North Carolina
This SIXTH MODIFICATION AGREEMENT (“Agreement”) is made, entered and effective as of the 31st day of May, 2007 by and between ETRIALS, INC., a Delaware corporation, formerly known as etrials Worldwide, Inc. (“Borrower”), ETRIALS WORLDWIDE, INC., a Delaware corporation, formerly known as CEA Acquisition Corporation (“Worldwide US”), and ETRIALS WORLDWIDE LIMITED, a corporation organized under the laws of the United Kingdom (“Worldwide UK”, and together with Worldwide US, collectively, “Guarantors”), and RBC CENTURA BANK, a North Carolina banking corporation (“Bank”).
RBC Bank EIGHTH MODIFICATION AGREEMENT (KBI)Bank Eighth Modification Agreement • November 12th, 2008 • Etrials Worldwide Inc. • Services-prepackaged software • North Carolina
This EIGHTH MODIFICATION AGREEMENT (“Agreement”) is made, entered and effective as of the 5th day of November, 2008 by and between ETRIALS, INC., a Delaware corporation, formerly known as etrials Worldwide, Inc., and ETRIALS WORLDWIDE, INC., a Delaware corporation, formerly known as CEA Acquisition Corporation (whether one or more, “Borrower”), and ETRIALS WORLDWIDE LIMITED, a corporation organized under the laws of the United Kingdom (“Guarantor”), and RBC BANK (USA) (f/k/a RBC Centura Bank), a North Carolina banking corporation (“Bank”).
FIRST AMENDMENT TO VOTING TRUST AGREEMENTVoting Trust Agreement • October 28th, 2005 • Cea Acquisition Corp • Blank checks • North Carolina
THIS FIRST AMENDMENT (this “Amendment”) dated as of , To the voting trust agreement dated as of , (the “Original Agreement”), between , as trustee (the “Trustee”), and the undersigned beneficiary (the “Beneficiary”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2007 • Etrials Worldwide Inc. • Services-prepackaged software
This EMPLOYMENT AGREEMENT dated as of May 18, 2007 (the "Agreement") is entered into by and among between etrials Worldwide, Inc., a Delaware corporation that has a principal place of business at 4000 Aerial Center Parkway, Suite 100, Morrisville, N.C. 27560 (the "COMPANY"), and Eugene Jennings, (the "EXECUTIVE"). This Agreement is effective as of May 21, 2007 (the “Effective Time”).
RBC Centura UNCONDITIONAL GUARANTY AGREEMENT (Continuing)Guaranty Agreement • February 15th, 2006 • Etrials Worldwide Inc. • Blank checks • North Carolina
THIS UNCONDITIONAL GUARANTY AGREEMENT (“Guaranty Agreement”), entered into as of the 14th day of February, 2006, by ETRIALS WORLDWIDE, INC., a Delaware corporation (formerly known as CEA Acquisition Corporation), with a mailing address of 4000 Aerial Center Parkway, Morrisville, North Carolina 27560 (“Guarantor”, whether one or more), to RBC CENTURA BANK (“Bank”), with a mailing address of 134 North Church Street, Rocky Mount, North Carolina 27804, Attention: Lending Service Center.
RBC Centura THIRD MODIFICATION AGREEMENT (KBI)Centura Third Modification Agreement • March 31st, 2006 • Etrials Worldwide Inc. • Services-prepackaged software • North Carolina
This THIRD MODIFICATION AGREEMENT (“Agreement”) is made, entered and effective as of the 17th day of March, 2006 by and between ETRIALS, INC., a Delaware corporation, formerly known as etrials Worldwide, Inc. (“Borrower”), ETRIALS WORLDWIDE, INC., a Delaware corporation, formerly known as CEA Acquisition Corporation (“Worldwide US”), and ETRIALS WORLDWIDE LIMITED, a corporation organized under the laws of the United Kingdom (“Worldwide UK”, and together with Worldwide US, collectively, “Guarantors”), and RBC CENTURA BANK, a North Carolina banking corporation (“Bank”).
RBC Centura FOURTH MODIFICATION AGREEMENT (KBI)Centura Fourth Modification Agreement • May 15th, 2006 • Etrials Worldwide Inc. • Services-prepackaged software • North Carolina
This FOURTH MODIFICATION AGREEMENT (“Agreement”) is made, entered and effective as of the 21st day of April, 2006 by and between ETRIALS, INC., a Delaware corporation, formerly known as etrials Worldwide, Inc. (“Borrower”), ETRIALS WORLDWIDE, INC., a Delaware corporation, formerly known as CEA Acquisition Corporation (“Worldwide US”), and ETRIALS WORLDWIDE LIMITED, a corporation organized under the laws of the United Kingdom (“Worldwide UK”, and together with Worldwide US, collectively, “Guarantors”), and RBC CENTURA BANK, a North Carolina banking corporation (“Bank”).
AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • December 13th, 2005 • Cea Acquisition Corp • Blank checks
AMENDMENT, dated October 31, 2005, to STOCK ESCROW AGREEMENT, dated as of February 12, 2004 (“Escrow Agreement”), by and among CEA ACQUISITION CORPORATION, a Delaware corporation (“Company”), CEA GROUP, LLC, ROBERT MOREYRA, DONALD RUSSELL, HAROLD EWEN and BRAD GORDON (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). Capitalized terms that are defined in the Escrow Agreement shall have the same meanings as used in the Escrow Agreement.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 13th, 2005 • Cea Acquisition Corp • Blank checks • North Carolina
AGREEMENT made as of this 10th day of August, 2005 (the “Effective Date”), by and between MINIDOC AB (hereinafter referred to as “Licensor”), a corporation organized and existing under the laws of Sweden with a place of business at Norrmalmstong 14, Stockholm and ETRIALS WORLDWIDE, INC. (hereinafter referred to as “Licensee”), a corporation organized and existing under the laws of the State of Delaware with a place of business at 2701 Aerial Center Pkwy, Suite 100, Morrisville, NC 27560 (collectively, the “Parties”).
