EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2008 • 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 • January 22nd, 2008 • 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 Joseph Arcangelo (“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 • January 22nd, 2008 • 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 • January 22nd, 2008 • 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”).
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 • January 22nd, 2008 • 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”).
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 • January 22nd, 2008 • 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”).
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • January 22nd, 2008 • 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.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 22nd, 2008 • 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”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • January 22nd, 2008 • 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”).
