AGREEMENT AND PLAN OF MERGER by and among ROY RPS HOLDINGS CORP. RPS MERGER SUB INC. and RESEARCH PHARMACEUTICAL SERVICES, INC. dated as of DECEMBER 27, 2010Merger Agreement • December 28th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • New York
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 27, 2010, by and among ReSearch Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), Roy RPS Holdings Corp., a Delaware corporation (“Parent”), and RPS Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH RESEARCH PHARMACEUTICAL SERVICES, INC. (BORROWER) November 1, 2006Revolving Credit and Security Agreement • December 14th, 2007 • Research Pharmaceutical Services, Inc. • Pennsylvania
Revolving Credit and Security Agreement dated as of November 1, 2006 among RESEARCH PHARMACEUTICAL SERVICES, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 28, 2010, by and between ReSearch Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), and Steven Bell (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 12 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 26, 2007, by and between Cross Shore Acquisition Corporation t/b/k/a ReSearch Pharmaceutical Services, Inc., a Delaware corporation (together with its Affiliates, successors and assigns, the “Company”), and Daniel M. Perlman (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 15 of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS AGREEMENT (this “Agreement”) is made as of April 28, 2001, by and between Research Pharmaceutical Search, Inc., a Pennsylvania corporation d/b/a Research Pharmaceutical Services, Inc. (the “Company”), and Janet Brennan (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 11 hereof.
AGREEMENT CONCERNING BOARD OF DIRECTORSAgreement Concerning Board of Directors • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Delaware
This AGREEMENT CONCERNING BOARD OF DIRECTORS is dated as of August 20, 2007 (this “Agreement”), and made by and among Pangaea One Acquisition Holdings I, LLC (together with one or more of its Affiliates, “Pangaea”), Cross Shore Acquisition Corporation (the “Company”), and each of the individuals or entities whose names appear on the RPS Signature Page hereto (each, together with one or more of its Affiliates, an “RPS Stockholder”). Pangaea and the RPS Stockholders are referred to herein, collectively, as the “Stockholders.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 5 hereof.
PENNSYLVANIA FULL SERVICE LEASE BRANDYWINE OPERATING PARTNERSHIP, L.P., Landlord and RESEARCH PHARMACEUTICAL SERVICES, INC. Tenant for 520 Virginia Drive Fort Washington, PennsylvaniaFull Service Lease • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS LEASE (“Lease”) entered into as of the 7thday of August, 2006, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation with its principal place of business at 520 Virginia Drive, Fort Washington, PA 19004 (“Tenant”).
THIRD AMENDMENTRevolving Credit and Security Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIRD AMENDMENT (this “Agreement‘”), dated as of July 9, 2009, by and among RESEARCH PHARMACEUTICAL SERVICES, LLC, a Delaware limited liability company (successor by merger to Research Pharmaceutical Services, Inc., a Pennsylvania corporation) (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, as the sole lender (in such capacity, “Lender”) and as agent under the Credit Agreement (as hereinafter defined) (in such capacity, “Agent”).
AGREEMENT AND PLAN OF MERGER dated as of April 26, 2007 among CROSS SHORE ACQUISITION CORPORATION, LONGXIA ACQUISITION, INC., RESEARCH PHARMACEUTICAL SERVICES, INC., THE RPS SECURITYHOLDERS and DANIEL M. PERLMAN and DANIEL RAYNOR, as the RPS...Merger Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2007 (this “Agreement”), by and among Cross Shore Acquisition Corporation, a Delaware corporation (“Parent”), Longxia Acquisition, Inc., a Pennsylvania corporation (“Merger Sub”), ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation (“Target”), the RPS Securityholders that execute a signature page to this Agreement or a Letter of Transmittal and Daniel M. Perlman and Daniel Raynor (the “RPS Securityholders Committee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS AGREEMENT (this “Agreement”) is made as of December 6, 2007, by and between ReSearch Pharmaceutical Services, LLC, a Delaware limited liability company (the “Company”), and Samir Shah (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 11 hereof.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of June 5, 2007, and is entered into by and among Cross Shore Acquisition Corporation, a Delaware corporation (“Parent”), Longxia Acquisition, Inc., a Pennsylvania corporation (“Merger Sub”), ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation (“Target”), and Daniel M. Perlman and Daniel Raynor (the “ RPS Securityholders Committee”).
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH RESEARCH PHARMACEUTICAL SERVICES, INC. (BORROWER) November 1, 2006Revolving Credit and Security Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
Revolving Credit and Security Agreement dated as of November 1, 2006 among RESEARCH PHARMACEUTICAL SERVICES, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
CONSULTING AGREEMENTConsulting Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of November 16, 2007 by and between RESEARCH PHARMACEUTICAL SERVICES, INC. F/K/A CROSS SHORE ACQUISITION CORPORATION, a Delaware corporation, (the “Company”) and CARTESIAN CAPITAL MANAGEMENT, LLC (“Consultant”).
March 30, 2009 SHARE PURCHASE AGREEMENT relating to PARAMAX INTERNATIONAL INC. between YING TANG (as Seller) and RESEARCH PHARMACEUTICAL SERVICES NETHERLANDS B.V. (as Purchaser)Share Purchase Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • England and Wales
AGREEMENT FOR THE SALE AND PURCHASE OF THE SHARE CAPITAL IN INFOCIENCIA, S.L.Agreement for the Sale and Purchase of Share Capital • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research
AGREEMENT FOR THE SALE AND PURCHASE OF THE SHARE CAPITAL IN THERAPHARM RECHERCHES TH.R. FRENCH SALE AND PURCHASE AGREEMENT Dated 23 December, 2008 APA RESEARCH SARL and Antoine Cournot AND ReSearch Pharmaceutical Services Netherlands B.V. and Research...Sale and Purchase Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research
Investor Rights Agreement Dated as of April 24, 2006 among Cross Shore Acquisition Corporation Sunrise Securities Corp. and Collins Stewart LimitedInvestor Rights Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of April 24, 2006 by and among Cross Shore Acquisition Corporation (the “Company”), Sunrise Securities Coip. (the “Placing Agent”) and Collins Stewart Limited, the nominated broker and adviser to the Company (“Collins Stewart”), for the benefit of the holders (the “Holders”) from time to time of the Company’s common stock, par value $0.0001 per share (the “Shares”) and warrants (the “Warrants”), each Warrant for the purchase of one (1) Share.
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
FIRST AMENDMENT AND WAIVER (this “Agreement”), dated as of August 29, 2007, by and among RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, as the sole lender (in such capacity, “Lender”) and as agent under the Credit Agreement (as hereinafter defined) (in such capacity, “Agent”).
SERVICE AGREEMENTService Agreement • January 22nd, 2008 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS SERVICE AGREEMENT (this “Agreement”) is made as of April 26, 2007, by and between Cross Shore Acquisition Corporation, a Delaware corporation (the “Company”), and Edward V. Yang (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 11 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 26, 2007, by and between Cross Shore Acquisition Corporation t/b/k/a ReSearch Pharmaceutical Services, Inc., a Delaware corporation (“Cross Shore”) and together with its affiliates, successors and assigns, the “Company”), and Harris Koffer (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 8 hereof.
SHARE ESCROW AGREEMENT dated as of 24 April 2006 (the “Agreement”), by and among:Share Escrow Agreement • December 14th, 2007 • Research Pharmaceutical Services, Inc. • England and Wales
Registration Rights Agreement Dated as of August 30, 2007 between Cross Shore Acquisition Corporation and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders CommitteeRegistration Rights Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2007 by and between Cross Shore Acquisition Corporation (the “Company”), and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee (the “Committee”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Delaware
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of July 6, 2007, and is entered into by and among Cross Shore Acquisition Corporation, a Delaware corporation (“Parent”), Longxia Acquisition, Inc., a Pennsylvania corporation (“Merger Sub”), ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation (“Target”), the RPS Securityholders that execute a signature page to this Amendment or a Letter of Transmittal and Daniel M. Perlman and Daniel Raynor (the “RPS Securityholders Committee”).
RESEARCH PHARMACEUTICAL SERVICES, INC. 2007 EQUITY INCENTIVE PLAN AWARD AGREEMENTEquity Incentive Plan Award Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Delaware
Research Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), hereby grants to _________ (the “Optionee”), an employee of the Company or a related entity, a nonqualified stock option (the “Option”) to purchase _________ shares (the “Option Shares”) of the Company’s common stock on _________ (the “Grant Date”). Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (the “Plan”) will have the same meanings herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of 24 April, 2006, by and among Cross Shore Acquisition Corporation, a corporation organized under the laws of the State of Delaware (the “Company”) and the undersigned parties listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Delaware
Subject to the terms and conditions contained in this agreement (this “Agreement”), RESEARCH PHARMACEUTICAL SERVICES, INC. F/K/A CROSS SHORE ACQUISITION CORPORATION, a Delaware corporation, the “Company”), hereby purchases from PANGAEA ONE ACQUISITION HOLDINGS I, LLC ( “Stockholder”), and Stockholder hereby sells to the Company, 750,000 shares (the “Shares”) of the Company’s common stock for the cash purchase price of US$4.85 per Share for an aggregate purchase price of US$3,637,500 (the “Purchase Price”).
EMPLOYMENT AGREEMENT RELATING TO BUSINESS INFORMATION, TRADE SECRETS AND NON- COMPETITIONEmployment Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Pennsylvania
THIS AGREEMENT is made and entered into as of the 28 day of May, 2006, by and between Research Pharmaceutical Search, Inc. d/b/a Research Pharmaceutical Services, Inc., including business entities owned, controlled, operated, or otherwise affiliated with, related to, or a subsidiary of the corporation (hereinafter collectively referred to as “RPS”) and Harris Koffer (hereinafter referred to as “Employee”).
RESEARCH PHARMACEUTICAL SERVICES, INC. 2007 EQUITY INCENTIVE PLAN AWARD AGREEMENTEquity Incentive Plan Agreement • December 14th, 2007 • Research Pharmaceutical Services, Inc. • Delaware
Research Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), hereby grants to (the “Optionee”), an employee of its wholly-owned subsidiary, Research Pharmaceutical Services, LLC, a Delaware limited liability company (the “Employer”), a replacement option (the “Replacement Option”) to purchase shares (the “Replacement Option Shares”) of the Company’s common stock. Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (the “Plan”) will have the same meanings herein.
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • December 14th, 2007 • Research Pharmaceutical Services, Inc. • Pennsylvania
FIRST AMENDMENT AND WAIVER (this “Agreement”), dated as of August 29, 2007, by and among RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, as the sole lender (in such capacity, “Lender”) and as agent under the Credit Agreement (as hereinafter defined) (in such capacity, “Agent”).
WARRANT DEEDWarrant Deed • December 14th, 2007 • Research Pharmaceutical Services, Inc. • England
This Deed is made as of 24 April 2006 between Cross Shore Acquisition Corporation, a company incorporated under the laws of the State of Delaware, with its registered office at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801 (the “Company”), and Capita IRG (OffShore) Limited, a company incorporated under the laws of Jersey, with its registered office at Victoria Chambers, Liberation Square, 1/3 The Esplanade, St. Helier, Jersey (the “Warrant Agent”).
RESEARCH PHARMACEUTICAL SERVICES, INC. 2007 EQUITY INCENTIVE PLAN AWARD AGREEMENTEquity Incentive Plan Award Agreement • June 18th, 2010 • Research Pharmaceutical Services, Inc. • Services-commercial physical & biological research • Delaware
Research Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), hereby grants to (the “Optionee”), an employee of its wholly-owned subsidiary, Research Pharmaceutical Services, LLC, a Delaware limited liability company (the “Employer”), a replacement option (the “Replacement Option”) to purchase shares (the “Replacement Option Shares”) of the Company’s common stock. Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (the “Plan”) will have the same meanings herein.
