CREDIT AGREEMENT DATED AS OF APRIL 1, 2014, among SCIOTO ACQUISITION, INC., as Parent, SCIOTO MERGER SUB, INC., as Initial Borrower, MEDPACE HOLDINGS, INC., as Borrower, JEFFERIES FINANCE LLC, as Administrative Agent and Swingline Lender, AND THE...Credit Agreement • April 27th, 2016 • Medpace Holdings, Inc. • Services-commercial physical & biological research • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, among Scioto Merger Sub, Inc., a Delaware corporation (the “Initial Borrower”), immediately upon the consummation of the Merger (as defined below), Medpace Holdings, Inc., a Delaware corporation (the “Borrower”), Scioto Acquisition, Inc., a Delaware corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Jefferies Finance LLC, as Administrative Agent and Swingline Lender.
LEASE AGREEMENTLease Agreement • April 27th, 2016 • Medpace Holdings, Inc. • Services-commercial physical & biological research • Ohio
LEASE AGREEMENTLease Agreement • April 27th, 2016 • Medpace Holdings, Inc. • Services-commercial physical & biological research • Ohio
Medpace, Inc. Cincinnati, OH 45212Employment Agreement • April 27th, 2016 • Medpace Holdings, Inc. • Services-commercial physical & biological research • Ohio
Subject to the terms and conditions of this letter agreement (this “Agreement”), Medpace, Inc., an Ohio corporation (the “Company”), desires to provide for your continued employment on the terms and conditions of this Agreement. This Agreement is effective as of the date set forth above (the “Effective Date”).
PLEDGE AGREEMENT Dated as of April 1, 2014 among THE PLEDGORS FROM TIME TO TIME PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative AgentPledge Agreement • April 27th, 2016 • Medpace Holdings, Inc. • Services-commercial physical & biological research • New York
PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of April 1, 2014, among SCIOTO ACQUISITION, INC., a Delaware corporation (“Parent”), SCIOTO MERGER SUB, INC., a Delaware corporation (“Initial Borrower”), MEDPACE HOLDINGS, INC., a Delaware corporation (the “Borrower”), each other direct or indirect subsidiary of the Borrower party hereto on the date hereof and each Additional Pledgor from time to time party hereto (collectively, the “Pledgors” and each, a “Pledgor”), and JEFFERIES FINANCE LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
GUARANTY made by SCIOTO ACQUISITION, INC., MEDPACE HOLDINGS, INC., AS BORROWER, and certain of the Borrower’s Subsidiaries, as Guarantors, in favor of JEFFERIES FINANCE LLC, as Administrative Agent Dated as of April 1, 2014Guaranty • April 27th, 2016 • Medpace Holdings, Inc. • Services-commercial physical & biological research • New York
GUARANTY, dated as of April 1, 2014, made by each of the signatories hereto (together with any Additional Guarantor (as hereinafter defined) that may become a party hereto as provided herein, the “Loan Parties”), in favor of JEFFERIES FINANCE LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time party to the Credit Agreement, dated as of April 1, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SCIOTO ACQUISITION, INC., a Delaware corporation (“Parent”), SCIOTO MERGER SUB, INC., a Delaware corporation (the “Initial Borrower”), immediately upon the consummation of the Merger, MEDPACE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Lenders, the Administrative Agent and the other parties thereto.
SECURITY AGREEMENT Dated as of April 1, 2014 among THE GRANTORS FROM TIME TO TIME PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative AgentSecurity Agreement • April 27th, 2016 • Medpace Holdings, Inc. • Services-commercial physical & biological research • New York
The Grantor irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of the Grantor or in the Administrative Agent’s name, from time to time, in the Administrative Agent’s discretion, so long as any Acceleration Event (as defined in the Security Agreement) shall have occurred and is continuing, to take with respect to the Intellectual Property Collateral any and all appropriate action which the Grantor might be entitled to take with respect to the Intellectual Property Collateral and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Intellectual Property Security Agreement and to accomplish the purposes hereof. Except to the extent expressly permitted in the Security Agreement, the Grantor agrees not to sell, license, exchange, assign or otherwise transfer or dispose of
