AGREEMENT AND PLAN OF MERGER by and among PRA INTERNATIONAL, GG HOLDINGS I, INC. and GG MERGER SUB I, INC. Dated as of July 24, 2007Merger Agreement • August 28th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2007 (this “Agreement”), is by and among PRA International, a Delaware corporation (the “Company”), GG Holdings I, Inc., a Delaware corporation (“Parent”), and GG Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”).
VOTING AGREEMENTVoting Agreement • August 28th, 2007 • PRA International • Services-commercial physical & biological research • Delaware
VOTING AGREEMENT, dated as of July 24, 2007 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and PRA International, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
GENSTAR CAPITAL PARTNERS V, L.P. FOUR EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO, CALIFORNIA 94111-4191 July 24, 2007Letter of Commitment • August 28th, 2007 • PRA International • Services-commercial physical & biological research
LIMITED GUARANTY OF GENSTAR CAPITAL PARTNERS V, L.P.Limited Guaranty • August 28th, 2007 • PRA International • Services-commercial physical & biological research • New York
This LIMITED GUARANTY, (this “Limited Guaranty”) is made as of July 24, 2007 by Genstar Capital Partners V, L.P., a Delaware limited partnership (the “Guarantor”), in favor of PRA International, a Delaware corporation (the “Company”). Unless otherwise defined herein, all capitalized terms used herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
