EXHIBIT 10.11Employment Agreement • September 7th, 2001 • SFBC International Inc • Services-commercial physical & biological research • Florida
AMONG SFBC INTERNATIONAL, INC., AS BORROWER,Credit Agreement • March 8th, 2005 • SFBC International Inc • Services-commercial physical & biological research • New York
andIndenture • November 2nd, 2004 • SFBC International Inc • Services-commercial physical & biological research • New York
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 1st day of April, 2001, between SFBC Charlotte, Inc., a Florida corporation (the "Company") and Raymond R. Carr (the "Employee"). WHEREAS, in its business, the...Employment Agreement • April 1st, 2002 • SFBC International Inc • Services-commercial physical & biological research • Florida
i) The Company shall pay an annual bonus to the Employee equal to 71/2% of the Company's Adjusted Net Income in excess of $133,000 each calendar year during the Term. The phrase "Adjusted Net Income" shall be defined as contained in the Asset Purchase...Employment Agreement • July 21st, 2000 • SFBC International Inc • Services-commercial physical & biological research • Florida
FORM OF UNDERWRITING AGREEMENT FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2003 • SFBC International Inc • Services-commercial physical & biological research • New York
BY AND AMONGAgreement and Plan of Merger • August 29th, 2001 • SFBC International Inc • Services-commercial physical & biological research • Delaware
BY AND AMONGAsset Purchase Agreement • October 5th, 2000 • SFBC International Inc • Services-commercial physical & biological research • Delaware
b. When the Registration Statement becomes effective, and at all times subsequent thereto, to and including the Closing Date (as defined in Section 3) and each Additional Closing Date (as defined in Section 3), and during such longer period as the...Underwriting Agreement • August 17th, 1999 • SFBC International Inc • Delaware
EXHIBIT 1.3 THIS PURCHASE WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO ______________, 2000. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT...SFBC International Inc • August 17th, 1999
EXHIBIT 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this __ day of October, 2003, between SFBC International, Inc., a Delaware corporation (the "Company") and Gary Ingenito, MD, PhD (the "Executive")....Employment Agreement • March 15th, 2004 • SFBC International Inc • Services-commercial physical & biological research • Florida
EXHIBIT 10.9 NON-QUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into as of the ___ day of ____________________, 200__, between SFBC International, Inc. (the "Company") and __________________ (the "Employee")....Non-Qualified Stock Option Agreement • March 8th, 2005 • SFBC International Inc • Services-commercial physical & biological research • Delaware
ARTICLE I. RECITALSAsset Purchase Agreement • March 21st, 2003 • SFBC International Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 1.2 FORM OF ESCROW AGREEMENT ESCROW AGREEMENT, dated as of November __, 2001, by and among SFBC International, Inc., a Delaware corporation (the "Company"), Raymond James & Associates, Inc. (the "Placement Agent") and Citibank N.A., a national...Escrow Agreement • November 16th, 2001 • SFBC International Inc • Services-commercial physical & biological research • New York
EXHIBIT 4.3 SFBC INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT August 11, 2004 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered into as of August 11, 2004, by and among SFBC International, Inc....Registration Rights Agreement • November 2nd, 2004 • SFBC International Inc • Services-commercial physical & biological research • New York
EXHIBIT 1.3 THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO ________________, 2001. THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT PRIOR TO THAT DATE OTHER...SFBC International Inc • July 21st, 2000 • Services-commercial physical & biological research
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 19th day of March, 2001, between SFBC International, Inc., a Delaware corporation (the "Company") and Arnold Hantman (the "Executive"). WHEREAS, in...Employment Agreement • July 9th, 2001 • SFBC International Inc • Services-commercial physical & biological research • Florida
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 19th day of March, 2001, between SFBC International, Inc., a Delaware corporation (the "Company") and Lisa Krinsky, MD (the "Executive"). WHEREAS, in...Employment Agreement • July 9th, 2001 • SFBC International Inc • Services-commercial physical & biological research • Florida
Exhibit 1.1 SFBC INTERNATIONAL, INC. ________ Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENTSFBC International Inc • November 16th, 2001 • Services-commercial physical & biological research • New York
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 19/th/ day of March, 2001, between SFBC International, Inc., a Delaware corporation (the "Company") and Gregory B. Holmes (the "Executive"). WHEREAS,...Employment Agreement • July 9th, 2001 • SFBC International Inc • Services-commercial physical & biological research • Florida
EXHIBIT 1.1 _________________ Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2000 • SFBC International Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 2nd day of November, 2004, between SFBC International, Inc., a Delaware corporation (the "Company") and Jeffrey P. McMullen (the "Executive")....Employment Agreement • March 8th, 2005 • SFBC International Inc • Services-commercial physical & biological research • New Jersey
EXHIBIT 10.17 SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 15th, 2004 • SFBC International Inc • Services-commercial physical & biological research
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 3rd day of August, 1999, between SFBC International, Inc., a Delaware corporation (the "Company") and Arnold Hantman (the "Executive"). WHEREAS, in...Employment Agreement • July 21st, 2000 • SFBC International Inc • Services-commercial physical & biological research • Florida
BY AND AMONGAcquisition Agreement • August 19th, 2003 • SFBC International Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 6th day of September, 2002, between SFBC New Drug Services, Inc., a Florida corporation (the "Company") and Dr. Michael P. Adams (the "Executive")....Employment Agreement • March 31st, 2003 • SFBC International Inc • Services-commercial physical & biological research • Florida
RIGHTS AGREEMENT dated as of December 21, 2005 between SFBC International, Inc. and Wachovia Bank, N.A. Rights AgentRights Agreement • December 28th, 2005 • SFBC International Inc • Services-commercial physical & biological research • New York
RIGHTS AGREEMENT, dated as of December 21, 2005 (the “Agreement”), between SFBC International, Inc., a Delaware corporation (the “Company”), and Wachovia Bank, N.A., a national banking association (the “Rights Agent”).
EXHIBIT 10.2 AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT (the "Amendment") is executed this 7 day of December, 2001 (the "Effective Date") by and between WILLIAMSBURG RETIREMENT INVESTORS, LTD., A FLORIDA LIMITED PARTNERSHIP (herein...Lease Agreement • October 20th, 2003 • SFBC International Inc • Services-commercial physical & biological research
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 3rd day of August, 1999, between SFBC International, Inc., a Delaware corporation (the "Company") and Lisa Krinsky, MD (the "Executive"). WHEREAS, in...Employment Agreement • July 21st, 2000 • SFBC International Inc • Services-commercial physical & biological research • Florida
THIS DOCUMENT IS A COPY OF SCHEDULE 1.1(A) ESCROW AGREEMENT TO EXHIBIT 10.13 FILED ON APRIL 2, 2002 PURSUANT TO RULE 201 TEMPORARY HARDSHIP EXEMPTION. SCHEDULE 1.1(A) ESCROW AGREEMENT See document attached hereto. THIS ESCROW AGREEMENT dated as of the...Escrow Agreement • April 10th, 2002 • SFBC International Inc • Services-commercial physical & biological research • Quebec
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 13, 2005, among SFBC INTERNATIONAL, INC., as Borrower, THE GUARANTORS PARTY HERETO, as Subsidiary Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC, as Arranger and Bookrunner, GENERAL...Credit Agreement • August 9th, 2005 • SFBC International Inc • Services-commercial physical & biological research • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of June 13, 2005, among SFBC INTERNATIONAL, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), SOVEREIGN BANK, and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-documentation agents (in such capacity, “Documentation Agents”), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.
EXHIBIT 4.3SFBC International Inc • September 8th, 2000 • Services-commercial physical & biological research
Exhibit 10.19 POST CLOSING AGREEMENT THIS POST CLOSING AGREEMENT (this "Agreement") is entered into as of the ___ day of February, 2004 by and between WILLIAMSBURG RETIREMENT INVESTORS, LTD., A FLORIDA LIMITED PARTNERSHIP ("Owner"), WILLIAMSBURG...Post Closing Agreement • March 15th, 2004 • SFBC International Inc • Services-commercial physical & biological research • Florida
SFBC International, Inc. 3,500,000 Shares Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2005 • SFBC International Inc • Services-commercial physical & biological research • New York
SFBC International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell, and the persons named in Schedule A annexed hereto as selling stockholders (the “Selling Stockholders”) propose to sell, to the underwriters named in Schedule B annexed hereto (the “Underwriters”), [for whom you are acting as representatives,] an aggregate of 3,500,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value (the “Common Stock”), of the Company, of which 3,078,000 shares are to be issued and sold by the Company and an aggregate of 422,000 shares are to be sold by the Selling Stockholders in the respective amounts set forth under the caption “Firm Shares” in Schedule A annexed hereto. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 525,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter col
EXHIBIT 10.5 CONVERTIBLE NOTEConvertible Note • August 17th, 1999 • SFBC International Inc • Delaware
