AMENDMENT NO. 2 TO AGREEMENT AND PLAN OFMERGER
Exhibit 10.12
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
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/ Robert Moreyra |
| Robert Moreyra, Executive Vice President |
| etrials ACQUISITION, INC. |
| By: /s/ Robert Moreyra |
| Robert Moreyra, President |
| etrials WORLDWIDE, INC. |
| By: /s/ John Cline |
| John Cline, President |
| STOCKHOLDERS: |
| [See separate signature pages.] |
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STOCKHOLDER SIGNATURE PAGE TO AMENDMENT TO MERGER AGREEMENT
MiniDoc AB
By: /s/ Lars Lindgren
Name: Lars Lindgren
Title: Chairman
Infologix (BVI)Limited
By: /s/ Janet Raine/Lorraine Wheeler
Name: Janet Raine/LorraineWheeler
Title: For and on behalf of EQ Secretaries (Jersey) Limited, Secretary
Newlight Associates II,LP
By: Newlight Partners II, LP, General Partner
By: /s/ Robert M. Brill
Name: Robert M. Brill
Title: General Partner
Newlight Associates II (BVI), LP
By: Newlight Partners II (BVI), LP, General Partner
By: /s/ Robert M. Brill
Name: Robert M. Brill
Title: General Partner
Newlight Associates II-E, LP
By: Newlight Partners II-E, LP, General Partner
By: /s/ Robert M. Brill
Name: Robert M. Brill
Title: General Partner
/s/ Peter Coker
Peter Coker
/s/ Peter and Susan H. Coker, JT TEN
Peter and Susan H. Coker, JT TEN
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STOCKHOLDER SIGNATURE PAGE TO AMENDMENT TO MERGER AGREEMENT
Dunlap Industries
By: /s/ Peter L. Coker
Name: Peter L. Coker
Title: Managing Director
/s/ John Cline
John Cline
/s/ James & Susanne M. Clark, JTWROS
James W. and Susanne M. Clark, JT TEN
/s/ Robert Sammis
Robert Sammis
/s/ Fred Nazem
Fred Nazem
E-ZAD Partnership Limited
By: /s/ Hamid Ansari
Name: HamidAnsari
Title: General Partner
/s/ Richard J. Piazza
Richard J. Piazza
/s/ Rachael King
Rachael King
/s/ Michael Harte
Michael Harte
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