REVISED ESCROW AGREEMENTEscrow Agreement • December 13th, 2005 • Cea Acquisition Corp • Blank checks • New York
CEA, etrials Worldwide, Inc. (“etrials”), certain stockholders of etrials, and etrials Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of CEA (“Merger Subsidiary”), are the parties to an Agreement and Plan of Merger and Reorganization dated as of August 22, 2005 (the “Merger Agreement”) pursuant to which the Merger Subsidiary has merged with and into etrials so that etrials has become a wholly-owned subsidiary of CEA. Pursuant to Section 1.20 of the Merger Agreement, the Trigger Shares and Additional Trigger Shares are subject to cancellation upon the occurrence of certain events. Pursuant to Article VII of the Merger Agreement, CEA is to be indemnified in certain respects by the application of the Holdback Shares (as that term is defined in Section 1(a), below) including the Additional Trigger Shares. The parties desire to establish escrow funds with respect to the application of the Trigger Shares and Additional Trigger Shares in accordance with Section 1.20 of
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 13th, 2005 • Cea Acquisition Corp • Blank checks • New York
AMENDMENT, dated October 31, 2005, to AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) 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”). Capitalized terms used herein that are defined in the Merger Agreement shall have the same meanings as used in the Merger Agreement.
AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • December 13th, 2005 • Cea Acquisition Corp • Blank checks
AMENDMENT, dated October 31, 2005, to STOCK ESCROW AGREEMENT, dated as of February 12, 2004 (“Escrow Agreement”), by and among CEA ACQUISITION CORPORATION, a Delaware corporation (“Company”), CEA GROUP, LLC, ROBERT MOREYRA, DONALD RUSSELL, HAROLD EWEN and BRAD GORDON (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). Capitalized terms that are defined in the Escrow Agreement shall have the same meanings as used in the Escrow Agreement.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 13th, 2005 • Cea Acquisition Corp • Blank checks • North Carolina
AGREEMENT made as of this 10th day of August, 2005 (the “Effective Date”), by and between MINIDOC AB (hereinafter referred to as “Licensor”), a corporation organized and existing under the laws of Sweden with a place of business at Norrmalmstong 14, Stockholm and ETRIALS WORLDWIDE, INC. (hereinafter referred to as “Licensee”), a corporation organized and existing under the laws of the State of Delaware with a place of business at 2701 Aerial Center Pkwy, Suite 100, Morrisville, NC 27560 (collectively, the “Parties”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 13th, 2005 • Cea Acquisition Corp • Blank checks
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.
