AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.3
AMENDMENT NO. 2 TO
AMENDMENT NO. 2, dated December 5, 2005, to AGREEMENT AND PLAN OF MERGER 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”), as amended by Amendment dated October 31, 2005 (“Merger Agreement”). Capitalized terms used herein that are defined in the Merger Agreement shall have the same meanings as used in the Merger Agreement.
The parties hereto, being all of the parties to the Merger Agreement, hereby agree that the Merger Agreement is hereby amended as follows:
1. A new Section 1.21 is hereby added to the Merger Agreement, to read as follows:
1.21 Sale Restriction. No public market sales of shares of Parent Common Stock issued as a result of the Merger shall be made for a period of 180 days following the Closing Date. No private sales of shares of Parent Common Stock issued as a result of the Merger shall be made unless the purchaser acknowledges and agrees to the restriction stated in the preceding sentence by delivery to Parent of a written document to such effect. Certificates representing shares of Parent Common Stock issued as a result of the Merger shall bear a prominent legend to such effect. Notwithstanding the foregoing, this restriction does not apply to Merger Warrants or shares of Common Stock issued upon exercise of Merger Warrants.
2. The term “February 11, 2006” appearing in Section 5.15 of the Merger Agreement is amended to read “February 18, 2006.”
3. The Merger Agreement, as amended hereby, shall remain in full force and effect.
[Signatures are on following pages]
IN WITNESS WHEREOF, the parties have executed this Amendment to Agreement and Plan of Merger as of the date first above written.
| CEA ACQUISITION CORPORATION | ||
| By: |
/s/ Xxxxxx Xxxxxxx | |
| Xxxxxx Xxxxxxx, Executive Vice President | ||
| etrials ACQUISITION, INC. | ||
| By: |
/s/ Xxxxxx Xxxxxxx | |
| Xxxxxx Xxxxxxx, President | ||
| etrials WORLDWIDE, INC. | ||
| By: |
/s/ Xxxx Xxxxx | |
| Xxxx Xxxxx, President | ||
| STOCKHOLDERS: | ||
| [See separate signature pages.] | ||
2
STOCKHOLDER SIGNATURE PAGE TO AMENDMENT TO MERGER AGREEMENT
| MiniDoc AB | ||
| By: | /s/ Per Xxxxxxx | |
| Name: | Per Xxxxxxx | |
| Title: | CEO | |
| Infologix (BVI) Limited | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx/Xxxxxxxx Xxxxxxx | |
| Title: | For and on behalf of EQ Secretaries (Jersey) Limited, Secretary | |
| Newlight Associates II, LP | ||
| By: | Newlight Partners II, LP, General Partner | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | General Partner | |
| Newlight Associates II (BVI), LP | ||
| By: | Newlight Partners II (BVI), LP, General Partner | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | General Partner | |
| Newlight Associates II-E, LP | ||
| BY: | Newlight Partners II-E, LP, General Partner | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | General Partner | |
| /s/ Xxxxx Xxxxx | ||
| Xxxxx Xxxxx | ||
3
STOCKHOLDER SIGNATURE PAGE TO AMENDMENT TO MERGER AGREEMENT
| /s/ Xxxxx and Xxxxx X. Xxxxx | ||
| Xxxxx and Xxxxx X. Xxxxx, XX TEN | ||
| Xxxxxx Industries | ||
| By: |
/s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Managing Director | |
| /s/ Xxxx Xxxxx | ||
| Xxxx Xxxxx | ||
| /s/ Xxxxx X. and Xxxxxxx X. Xxxxx | ||
| Xxxxx X. and Xxxxxxx X. Xxxxx, XX TEN | ||
| /s/ Xxxxxx Xxxxxx | ||
| Xxxxxx Xxxxxx | ||
| /s/ Xxxx Xxxxx | ||
| Xxxx Xxxxx | ||
| E-ZAD Partnership Limited | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | General Partner | |
| /s/ Xxxxxxx X. Xxxxxx | ||
| Xxxxxxx X. Xxxxxx | ||
| /s/ Xxxxxxx Xxxx | ||
| Xxxxxxx Xxxx | ||
4
STOCKHOLDER SIGNATURE PAGE TO AMENDMENT TO MERGER AGREEMENT
| /s/ Xxxxxxx Xxxxx |
| Xxxxxxx Xxxxx |
5
