BACKGROUNDIndemnification Agreement • April 1st, 2002 • Covalent Group Inc • Laboratory analytical instruments • Nevada
WHEREAS:Registration Rights Agreement • August 18th, 2000 • Covalent Group Inc • Laboratory analytical instruments • Pennsylvania
Exhibit 10.13 FOURTH AMENDMENT TO LEASE ------------------------- THIS FOURTH AMENDMENT TO LEASE (the "Amendment") dated as of the 27th day of November 2001, by and between FV OFFICE PARTNERS, L.P., successor in interest to Dean Witter Realty Income...Lease • April 1st, 2002 • Covalent Group Inc • Laboratory analytical instruments
1. Certain Definitions. Capitalized terms used in this Agreement ------------------- shall have the meanings set forth on Appendix A to this Agreement. Other terms ---------- are defined where appropriate in this Agreement.Indemnification Agreement • August 14th, 2001 • Covalent Group Inc • Laboratory analytical instruments • Nevada
1. Certain Definitions. Capitalized terms used in this Agreement ------------------- shall have the meanings set forth on Appendix A to this Agreement. Other terms ---------- are defined where appropriate in this Agreement.Indemnification Agreement • August 14th, 2001 • Covalent Group Inc • Laboratory analytical instruments • Nevada
BACKGROUNDIndemnification Agreement • August 13th, 2002 • Covalent Group Inc • Laboratory analytical instruments • Delaware
Exhibit 4.3 STOCK PURCHASE WARRANT AGREEMENT TO SUBSCRIBE FOR AND PURCHASE SHARES OF COVALENT GROUP, INC. THIS CERTIFIES THAT, for value received, S&F Consulting, Inc. (hereinafter called "Holder") or registered assign(s), is entitled to subscribe for...Stock Purchase Warrant Agreement • July 15th, 1998 • Covalent Group Inc • Laboratory analytical instruments
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2003 • Covalent Group Inc • Services-commercial physical & biological research • Pennsylvania
THIS EMPLOYMENT AGREEMENT is made as of July 16, 2003, by and between DR. BRIAN DICKSON, a resident of the Commonwealth of Pennsylvania (the “Employee”), and COVALENT GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). This Amended and Restated Employment Agreement (the “Agreement”) amends and supercedes the Employment Agreement between the parties dated May 1, 2003.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2007 • Encorium Group Inc • Services-commercial physical & biological research • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9 2007, by and among Encorium Group, Inc., a Delaware corporation, with headquarters located at 1275 Drummers Lane, Suite 100, Wayne, PA 19087 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 3rd, 2009 • Encorium Group Inc • Services-commercial physical & biological research • Pennsylvania
Subject to the terms and conditions herein set forth, I hereby agree to purchase from Encorium Group, Inc. (the “Company”), and upon the Company’s acceptance of this subscription (the “Subscription Agreement”) the Company agrees to issue and sell to me, (i) the number of shares (the “Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”) indicated on the signature page hereof. The aggregate purchase price for the Shares is indicated on the signature page hereof (the “Subscription Amount”). I acknowledge that my subscription is irrevocable. Prior to acceptance hereof by the Company, I understand that the Subscription Amount will be held in a separate bank account in the Wayne, Pennsylvania area (the “Escrow Account”). At such time as the Company has accepted the subscription the Subscription Amount will be disbursed to the Company from the Escrow Account. If the Company does not accept my subscription by October 30, 2009 the Subscription Amount will be
ENCORIUM GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSCombination Agreement • June 28th, 2007 • Encorium Group Inc • Services-commercial physical & biological research
On July 6, 2006, Encorium Group, Inc. (the “Company”) (NASDAQ:ENCO) entered into an Amended and Restated Combination Agreement (the “Amended Agreement”) with Kai Lindevall, Jan Lilja, Sven-Erik Nilsson, Vesa Manninen, Seppo Oksanen, Heikki Vapaatalo, Riitta Korpela, Agneta Lindevall, and NTGLT PHARMA BVBA (the “Stockholders”), constituting all of the stockholders of Remedium Oy, a corporation organized under the laws of Finland (“Remedium”), which amends and restates the Combination Agreement entered into on March 2, 2006 (the “Agreement”), the terms of which are described in the Company’s Current Report on Form 8-K filed on July 7, 2006. The transaction closed on November 1, 2006.
OPTION EXCHANGE AGREEMENTOption Exchange Agreement • November 6th, 2006 • Encorium Group Inc • Services-commercial physical & biological research • Delaware
OPTION EXCHANGE AGREEMENT (this “Agreement”), made this 2nd day of March, 2006, by and among Covalent Group, Inc., a Delaware corporation (“Covalent”) and each holder of an option, warrant or other right to purchase shares of stock of Remedium Oy, a corporation organized under the laws of Finland (“Remedium”), set forth on Exhibit A attached hereto (each an “Option Holder” and collectively the “Option Holders”).
AMENDED AND RESTATED COMBINATION AGREEMENT between COVALENT GROUP, INC. (“Covalent”) and Kai Lindevall Jan Lilja Sven-Erik Nilsson Vesa Manninen Seppo Oksanen Heikki Vapaatalo Riitta Korpela Agneta Lindevall NTGLT Pharma BVBA (the “Stockholders”)...Combination Agreement • July 7th, 2006 • Covalent Group Inc • Services-commercial physical & biological research • Delaware
THIS AMENDED AND RESTATED COMBINATION AGREEMENT (the “Agreement”), made this 6th day of July, 2006 (the “Execution Date”), by and between Covalent Group, Inc., a Delaware corporation (“Covalent”) and Kai Lindevall, Jan Lilja, Sven-Erik Nilsson, Vesa Manninen, Seppo Oksanen, Heikki Vapaatalo, Riitta Korpela, NTGLT Pharma BVBA and Agneta Lindevall (each individually, a “Stockholder” and together, the “Stockholders”).
LOAN AGREEMENTLoan Agreement • August 13th, 2003 • Covalent Group Inc • Services-commercial physical & biological research
This Agreement amends and restates in its entirety that certain Loan Agreement dated August 1, 2002 and applies to the loan or loans (individually and collectively, the “Loan”) evidenced by one or more promissory notes dated June 17, 2003 or other notes subject hereto, as modified from time to time (whether one or more, the “Note”) and all Loan Documents. The terms “Loan Documents” and “Obligations,” as used in this Agreement, are defined in the Note.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • November 6th, 2006 • Encorium Group Inc • Services-commercial physical & biological research
THIS AGREEMENT (the “Agreement”), made as of the 1st day of November, 2006 (the “Effective Date”), by and between Encorium Group, Inc. (formerly Covalent Group, Inc.), a Delaware corporation (the “Company”), and Kai Lindevall (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2007 • Encorium Group Inc • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 8, 2007, by and among Encorium Group, Inc., a Delaware corporation, with headquarters located at 1275 Drummers Lane, Suite 100, Wayne, PA 19087 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PLEDGE AGREEMENTPledge Agreement • July 22nd, 2009 • Encorium Group Inc • Services-commercial physical & biological research • Pennsylvania
This PLEDGE AGREEMENT (“Agreement”) dated as of the 16th day of July, 2009 is made by and between Encorium Group, Inc., a Delaware corporation ("Pledgor"), and Pierrel Research USA Inc., a Pennsylvania corporation ("Pledgee").
KAI LINDEVALL EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2006 • Encorium Group Inc • Services-commercial physical & biological research
THIS AGREEMENT (the “Agreement”), made as of the 1st day of November, 2006 (the “Effective Date”), by and between Remedium Oy, a Finnish corporation (the “Company”), Encorium Group, Inc. (formerly Covalent Group, Inc.), a Delaware corporation (“Encorium”), and Kai Lindevall (“Executive”).
DAVID GINSBERG EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2008 • Encorium Group Inc • Services-commercial physical & biological research • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of the 3rd day of December, 2008 (the “Effective Date”), by and between Encorium Group, Inc., a Delaware corporation (the “Company”), and David Ginsberg (“Executive”).
COVALENT GROUP, INC. INCENTIVE STOCK AWARD AGREEMENTIncentive Stock Award Agreement • July 8th, 2005 • Covalent Group Inc • Services-commercial physical & biological research • Delaware
Covalent Group, Inc. (the “Company”) hereby grants to (the “Optionee”) an option to purchase a total of shares of Common Stock of the Company (the “Option”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Covalent Group, Inc. 2002 Equity Incentive Plan (the “Plan”) applicable to incentive stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 22nd, 2009 • Encorium Group Inc • Services-commercial physical & biological research • Pennsylvania
ASSET PURCHASE AGREEMENT (the “Agreement”) made this 16th day of July 2009, by and between Pierrel Research USA Inc., a Pennsylvania corporation (“Buyer”), and Encorium Group, Inc., a Delaware corporation (“Seller”).
Dated the 10th day of February 2012 VENN LIFE SCIENCES LIMITEDAgreement for the Sale and Purchase of the Entire Issued Share Capital of the Subsidiaries • February 16th, 2012 • Encorium Group Inc • Services-commercial physical & biological research
ENCORIUM GROUP, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • December 14th, 2006 • Encorium Group Inc • Services-commercial physical & biological research • Pennsylvania
Encorium Group, Inc. (the “Company”) hereby grants to (the “Optionee”) an option to purchase a total of shares of Common Stock of the Company (the “Shares”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Encorium Group, Inc. 2006 Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by reference herein (the “Option”). Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.
KAI LINDEVALL EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2010 • Encorium Group Inc • Services-commercial physical & biological research
THIS AGREEMENT (the “Agreement”), made as of the 1st day of January, 2010 (the “Effective Date”), by and between Encorium Oy, a Finnish corporation (the “Company”), Encorium Group, Inc, a Delaware corporation
ContractEmployment Contract • July 23rd, 2010 • Encorium Group Inc • Services-commercial physical & biological research
Encorium Germany GmbH, with registered office in Cologne, represented by Dr. Kai E. Lindevall, Chief Executive Officer, Encorium Group, Inc. (hereinafter Company” or “Employer”) and Dr. Renee E. Moore, born May 2, 1969, with an address at _____________________ (hereinafter “Renée Moore”) hereby enter into the following Employment Contract (hereinafter “Contract”):
SIXTH AMENDMENT TO LEASELease • July 8th, 2008 • Encorium Group Inc • Services-commercial physical & biological research
THIS SIXTH AMENDMENT TO LEASE (the “Amendment”) dated as of the 2nd day of July (the “Effective Date”), by and between GLENHARDIE PARTNERS, L.P., successor in interest to FV Office Partners, L.P., a limited partnership organized and existing under the laws of Delaware (hereinafter referred to as “Landlord”), and ENCORIUM GROUP, INC., f/k/a/ Covalent Group Inc., a corporation organized and existing under the laws of Nevada whose present address is 1275 Drummers Lane, Wayne, PA 19087 (hereinafter referred to as “Tenant”).
ENCORIUM GROUP, INC. 2002 EQUITY INCENTIVE PLAN AMENDED AND RESTATED NON- QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • November 10th, 2008 • Encorium Group Inc • Services-commercial physical & biological research • Delaware
WHEREAS, on September 8, 2008 (the “Date of Grant”) the Encorium Group, Inc. (the “Company”) granted to Dr. David Ginsberg (the “Optionee”) an option to purchase a total of 250,000 shares of Common Stock of the Company with an exercise price of $1.70 per share (the “Original Option”), which was the Fair Market Value on the Date of Grant;
AGREEMENT FOR AN ACCOUNT WITH OVERDRAFT FACILITY, COMPANIES / ORGANISATIONS Leppävaara tel. +358 10 444 3604 Account number Debtor Encorium Oy, Keilaranta 10 02150 EspooOverdraft Facility Agreement • April 30th, 2010 • Encorium Group Inc • Services-commercial physical & biological research
Overdraft facility amount Five-hundred-thousand 00/100 euros 500.000 € The Debtor is entitled to use the overdraft facility connected to the account specified above, not exceeding the amount specified above and in accordance with the terms and conditions of this agreement and its general terms and conditions.
Lock-Up Agreement November 1, 2006Lock-Up Agreement • November 6th, 2006 • Encorium Group Inc • Services-commercial physical & biological research
ContractLoan Agreement • August 14th, 2008 • Encorium Group Inc • Services-commercial physical & biological research
On June 11, 2008, Encorium Group, Inc. (“Encorium”) entered into a term sheet with Fine Success Investments, Ltd., a British Virgin Islands company doing business as Linkcon (“Linkcon”) and Chardan Capital, LLC (“Chardan”), pursuant to which, subject to certain conditions, Chardan will procure a loan for Encorium in the amount of $5,000,000 (the “Loan”) to make partial payment for the acquisition of Prologue Research International, in exchange for a promissory note from Encorium (the “Note”). Although the terms of the Note are not fully finalized, it is currently expected that it will be senior unsecured debt, bear interest at 10% and include warrants to purchase 500,000 shares of common stock of Encorium at an exercise price of $1.80 per share. It is also anticipated that principal and accrued interest on the Note will be payable upon the earlier of the consummation of Encorium's anticipated merger with Linkcon or 12 months from the date of the Note.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2003 • Covalent Group Inc • Services-commercial physical & biological research • Pennsylvania
THIS AGREEMENT (the “Agreement”), made as of the 31st day of March, 2003 (the “Effective Date”), by and between Covalent Group, Inc., a Delaware corporation (the “Company”), and Kenneth Borow, M.D. (“Executive”).
FORM OF LOAN CONVERSION AGREEMENTLoan Conversion Agreement • May 4th, 2011 • Encorium Group Inc • Services-commercial physical & biological research • Pennsylvania
THIS LOAN CONVERSION AGREEMENT (this “Agreement”) is effective as of October 15, 2010 by and among Ilari Koskelo (“CREDITOR”), Encorium Oy, a corporation organized under the laws of Finland (“DEBTOR”) and Encorium Group, Inc. a Delaware corporation (“ENCO”).
ContractLoan Agreement • May 4th, 2011 • Encorium Group Inc • Services-commercial physical & biological research
On December 16, 2009 Encorium Oy, Encorium Group, Inc.'s (the "Company") wholly-owned Finnish subsidiary, entered into a three year term loan facility in the amount of EURO 700,000 with Finnvera plc, a specialized financing company owned by the Finnish state ("Finnvera").
WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”) is dated as of October ___ 2009, among Encorium Group, Inc. a Delaware corporation (the “Company”), and ______________________________ (the “Holder”)Warrant Exchange Agreement • October 19th, 2009 • Encorium Group Inc • Services-commercial physical & biological research • New York
WHEREAS, the Holder is the holder of that certain Warrant to purchase 437,063 shares of Common Stock of the Company, dated as May 9, 2007 (the “Original Warrant”); and
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • December 9th, 2008 • Encorium Group Inc • Services-commercial physical & biological research
THIS EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) made as of the 3rd day of December, 2008 (the “Effective Date”), by and between Encorium Group, Inc., a Delaware corporation (the “Company”), and David Ginsberg
