RECITALSStockholders Agreement • June 14th, 2004 • PRA International • Delaware
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 27, 2001, by and among PRA HOLDINGS, INC., a Delaware corporation (the "Company"), GENSTAR CAPITAL PARTNERS III, L.P.,...Registration Rights Agreement • June 14th, 2004 • PRA International • New York
COMMON STOCKUnderwriting Agreement • November 16th, 2004 • PRA International • Services-commercial physical & biological research • New York
RECITALSSecurities Purchase Agreement • October 28th, 2004 • PRA International • Services-commercial physical & biological research • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CERTAIN OTHER LOAN DOCUMENTSCredit Agreement • June 14th, 2004 • PRA International • New York
Rights Agreement Dated as of March 23, 2007Rights Agreement • March 26th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
Rights Agreement, dated as of March 23, 2007, by and between PRA INTERNATIONAL, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEENEmployment and Non-Competition Agreement • October 28th, 2004 • PRA International • Services-commercial physical & biological research • Delaware
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 23, 2003Credit Agreement • June 14th, 2004 • PRA International • New York
AGREEMENT AND PLAN OF MERGER by and among PRA INTERNATIONAL, GG HOLDINGS I, INC. and GG MERGER SUB I, INC. Dated as of July 24, 2007Agreement and Plan of Merger • August 28th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2007 (this “Agreement”), is by and among PRA International, a Delaware corporation (the “Company”), GG Holdings I, Inc., a Delaware corporation (“Parent”), and GG Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2007 • PRA International • Services-commercial physical & biological research • Virginia
EMPLOYMENT AGREEMENT, dated as of 4 June, 2007 (this “Agreement”), between PRA International, a Delaware corporation (the “Company”), and Linda Baddour (the “Executive”).
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEENEmployment and Non-Competition Agreement • July 29th, 2004 • PRA International • Services-commercial physical & biological research • Virginia
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN Bruce Teplitzky AND PHARMACEUTICAL RESEARCH ASSOCIATES, INC.Employment and Non-Competition Agreement • February 9th, 2006 • PRA International • Services-commercial physical & biological research • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 3rd day of February, 2006 (the “Effective Date”), by and between Pharmaceutical Research Associates, Inc., a Virginia corporation (“Employer”), having its principal office in the Commonwealth of Virginia, which is a wholly-owned subsidiary of PRA International, a Delaware corporation (“PRA International”), and Bruce Teplitzky (“Employee”).
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN ERICH MOHR ANDEmployment and Non-Competition Agreement • October 28th, 2004 • PRA International • Services-commercial physical & biological research • British Columbia
PRA HOLDINGS, INC. STOCKHOLDER AGREEMENT (SHORT FORM)Stockholder Agreement • June 14th, 2004 • PRA International • Delaware
6,000,000 Shares PRA INTERNATIONAL Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2005 • PRA International • Services-commercial physical & biological research • New York
VOTING AGREEMENTVoting Agreement • August 28th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
VOTING AGREEMENT, dated as of July 24, 2007 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and PRA International, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
SHARE AND LOAN NOTE PURCHASE AGREEMENT by and among PRA INTERNATIONAL, a Delaware corporation, as “Buyer Parent,” COLOMERA INVESTMENTS B.V., a Netherlands corporation, as “Buyer,” PBR HOLDINGS SA, a Luxembourg société anonyme, as “Holdings,” OTHER...Share and Loan Note Purchase Agreement • July 26th, 2006 • PRA International • Services-commercial physical & biological research • London
THIS SHARE AND LOAN NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of June 18, 2006, is made by and among PRA International, a Delaware corporation (“Buyer Parent”), Colomera Investments B.V., a Netherlands corporation (“Buyer”), PBR Holdings SA, a Luxembourg société anonyme, (“Holdings”), Stichting Tulip Management, a Dutch foundation (“stichting”) (“Tulip”), W.J. Drijfhout (“Drijfhout”), J.P.M. Hendriks (“Hendriks”), A. van Vliet (“van Vliet”), P. Hollins (“Hollins”, and, together with Drijfhout, Hendriks, and van Vliet, the “Individual Holders,” and each individually an “Individual Holder,” and together with Holdings, the “Sellers,” and each individually a “Seller”), and Pharma Bio-Research Metaholdings B.V., a Netherlands corporation (the “Company”).
PRA INTERNATIONAL FORM OF OPTION AGREEMENTForm of Option Agreement • February 2nd, 2005 • PRA International • Services-commercial physical & biological research • Delaware
THIS OPTION AGREEMENT (the “Agreement”) evidences an agreement made as of the ___th day of ________, 200___ (the “Date of Grant”), by and between __________ (the “Optionee”), and PRA INTERNATIONAL, a Delaware corporation (the “Corporation”).
SEPARATION AGREEMENTSeparation Agreement • December 19th, 2006 • PRA International • Services-commercial physical & biological research • Delaware
This Separation Agreement (the “Agreement”) dated as of December 14, 2006 (the “Effective Date”) is made by and between Patrick K. Donnelly (“Executive”) and Pharmaceutical Research Associates, Inc., a Virginia corporation (the “Company” or the “Employer”) (collectively referred to as the “Parties”).
CREDIT AGREEMENT dated as of December 23, 2004, by and among PHARMACEUTICAL RESEARCH ASSOCIATES, INC., a Virginia corporation, PHARMACEUTICAL RESEARCH ASSOCIATES, GmbH a company organized under the laws of Germany, PHARM RESEARCH ASSOCIATES (UK)...Credit Agreement • December 29th, 2004 • PRA International • Services-commercial physical & biological research • New York
CREDIT AGREEMENT, dated as of December 23, 2004, by and among PRA INTERNATIONAL, a Delaware corporation (the “Company”), PRA SUB, INC., a Delaware Corporation (“PRA Sub”), PRA INTERNATIONAL OPERATIONS, INC., a Delaware corporation (“PRA International”, and collectively with the Company and PRA Sub, the “Parents”), PHARMACEUTICAL RESEARCH ASSOCIATES, INC., a Virginia corporation (the “U.S. Borrower”), PHARMACEUTICAL RESEARCH ASSOCIATES INTERNATIONAL, INC., a company organized under the laws of Canada (the “Canadian Borrower”), PHARMACEUTICAL RESEARCH ASSOCIATES GmbH, a company organized under the laws of Germany (the “German Borrower”), PHARM RESEARCH ASSOCIATES (UK) LIMITED, a company organized under the laws of England and Wales (the “UK Borrower”) (each of the Canadian Borrower, the German Borrower and the UK Borrower, a “Foreign Borrower”, and collectively, the “Foreign Borrowers” and, together with the U.S. Borrower, the “Borrowers”) the lenders who are or may become a party to thi
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 6th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
This Separation Agreement and General Release (“Agreement”) sets forth the complete terms under which the employment of J. Matthew Bond (“Executive”) with Pharmaceutical Research Associates, Inc. (“PRA”) is ending.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 25th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of July 24, 2007, between PRA International, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of March 23, 2007 (the “Rights Agreement”).
PRA INTERNATIONAL FORM OF OPTION AGREEMENT (Directors)Form of Option Agreement • February 9th, 2006 • PRA International • Services-commercial physical & biological research • Delaware
THIS OPTION AGREEMENT (the “Agreement”) evidences an agreement made as of the ___th day of ___, 200___ (the “Date of Grant”), by and between ______ (the “Optionee”), and PRA INTERNATIONAL, a Delaware corporation (the “Corporation”).
EMPLOYMENT AGREEMENT BETWEEN TERRANCE J. BIEKER AND PHARMACEUTICAL RESEARCH ASSOCIATES, INC.Employment Agreement • December 19th, 2006 • PRA International • Services-commercial physical & biological research • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2006 (the “Effective Date”), by and between Pharmaceutical Research Associates, Inc., a Virginia corporation (“Employer”), having its principal office in the Commonwealth of Virginia, which is a wholly-owned subsidiary of PRA International, a Delaware corporation (“PRA International”), and Terrance J. Bieker (“Employee”).
PRA INTERNATIONAL FORM OF OPTION AGREEMENT (Optionees other than Senior Vice Presidents, Executive Vice Presidents, President and Directors)Option Agreement • February 9th, 2006 • PRA International • Services-commercial physical & biological research • Delaware
THIS OPTION AGREEMENT (the “Agreement”) evidences an agreement made as of the ___th day of , 200___ (the “Date of Grant”), by and between (the “Optionee”), and PRA INTERNATIONAL, a Delaware corporation (the “Corporation”).
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN ERICH MOHR ANDEmployment and Non-Competition Agreement • July 29th, 2004 • PRA International • Services-commercial physical & biological research • British Columbia
AMENDMENT OF THE SHARE AND LOAN NOTE PURCHASE AGREEMENT by and among PRA INTERNATIONAL, a Delaware corporation, as “Buyer Parent,” COLOMERA INVESTMENTS B.V., a Netherlands corporation, as “Buyer,” PBR HOLDINGS SA, a Luxembourg société anonyme, as...Share and Loan Note Purchase Agreement • July 26th, 2006 • PRA International • Services-commercial physical & biological research • England
THIS AMENDMENT OF SHARE AND LOAN NOTE PURCHASE AGREEMENT (this “Amendment Agreement”), dated as of July 21, 2006, is made by and among PRA International, a Delaware corporation (“Buyer Parent”), Colomera Investments B.V., a Netherlands corporation (“Buyer”), PBR Holdings SA, a Luxembourg société anonyme, (“Holdings”), Stichting Tulip Management, a Dutch foundation (“stichting”) (“Tulip”), W.J. Drijfhout (“Drijfhout”), J.P.M. Hendriks (“Hendriks”), A. van Vliet (“van Vliet”), P. Hollins (“Hollins”, and, together with Drijfhout, Hendriks, and van Vliet, the “Individual Holders,” and each individually an “Individual Holder,” and together with Holdings, the “Sellers,” and each individually a “Seller”), and Pharma Bio-Research Metaholdings B.V., a Netherlands corporation (the “Company”).
Employment Contract Between Pharmaceutical Research Associates GmbH - hereinafter referred to as the ,,Company“ - and Monika Pietrek - hereinafter referred to as the ,,Executive Employee“ -Employment Contract • February 9th, 2006 • PRA International • Services-commercial physical & biological research
AGREEMENTAgreement • November 2nd, 2005 • PRA International • Services-commercial physical & biological research • Washington
Cell Therapeutics, Inc., a company incorporated under the Laws of the State of Washington, with registered offices at 501 Elliot Avenue West 400, Seattle, Washington 98119, U.S.A., represented by Mr. James A. Bianco, in his capacity as president and CEO (hereinafter, “CTI”)
PRA INERNATIONAL INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 20 , by and between PRA International, a Delaware corporation (the “Company”), and (“Indemnitee”).
GENSTAR CAPITAL PARTNERS V, L.P. FOUR EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO, CALIFORNIA 94111-4191 July 24, 2007Merger Agreement • August 28th, 2007 • PRA International • Services-commercial physical & biological research
PRA INTERNATIONAL FORM OF OPTION AGREEMENT (Senior Vice Presidents, Executive Vice Presidents and President)Option Agreement • February 9th, 2006 • PRA International • Services-commercial physical & biological research • Delaware
THIS OPTION AGREEMENT (the “Agreement”) evidences an agreement made as of the ___th day of , 200___ (the “Date of Grant”), by and between (the “Optionee”), and PRA INTERNATIONAL, a Delaware corporation (the “Corporation”).
LIMITED GUARANTY OF GENSTAR CAPITAL PARTNERS V, L.P.PRA International • August 28th, 2007 • Services-commercial physical & biological research • New York
This LIMITED GUARANTY, (this “Limited Guaranty”) is made as of July 24, 2007 by Genstar Capital Partners V, L.P., a Delaware limited partnership (the “Guarantor”), in favor of PRA International, a Delaware corporation (the “Company”). Unless otherwise defined herein, all capitalized terms used herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
