Put Option Agreement - Premier Research Worldwide Ltd. and Communicade Inc.
PUT OPTION AGREEMENT
AGREEMENT, dated March 24, 2000, between Premier Research Worldwide,
Ltd, a Delaware corporation ("Company"), and Communicade Inc., a Delaware
corporation (the "Optionee").
WHEREAS, the Optionee on this date is acquiring 95,000 shares of the
Series A Preferred Stock (the "Preferred Shares") of eResearch Technology, Inc.,
a Delaware corporation which heretofore has been a wholly-owned subsidiary of
the Company ("eRT") pursuant to the terms of a Series A Preferred Stock Purchase
Agreement among the Company, Optionee and eRT (the "Purchase Agreement"); and
WHEREAS, it is a precondition of Optionee's purchase of the Preferred
Shares under the Purchase Agreement that the Company grant to the Optionee a
limited right to cause the Company to purchase the Preferred Shares, during the
period, at the price and on the terms hereinafter provided.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Grant of Put Option. (a) The Company hereby grants to the Optionee
an option (the "Option") to require the Company to purchase all or any portion
of the Preferred Shares at a purchase price of $100 per share (the "Option
Price"), which Option must be exercised, if at all, during the period commencing
on the first anniversary of the date of this Agreement and ending on the second
anniversary of the date of this Agreement (the "Option Period"). The Option
Price payable upon any exercise of the Option may be satisfied, at the election
of the Company, either in immediately available funds or by the issuance to
Optionee of the number of shares of the Company's Common Stock (the "Company
Common Stock") determined in accordance with subparagraph (b) below. The Option
shall terminate and be of no further force or effect in the event that prior to
the exercise of the Option the Preferred Shares are converted into the Common
Stock of eRT.
(b) In the event the Company chooses to satisfy the Option Price
payable with respect to an exercise of the Option by the issuance of Company
Common Stock, the number of shares so issuable to the Optionee shall equal the
result (rounded to the nearest whole number of shares) of (i) the aggregate
Option Price payable with respect to such exercise, divided by (ii) the average
closing price of the Company Common Stock on the NASDAQ National Market System
during the 20 consecutive business days on which such exchange is open for
trading, ending with the business day preceding the date of delivery of the
written notice of exercise pursuant to paragraph 2 below.
2. Exercise of Option. Optionee may exercise the Option, in whole or in
part, at any time or from time to time during the Option Period, by delivering
to the Company written notice of exercise, which notice shall specify the number
of Preferred Shares to be purchased by the Company. The closing of the sale and
purchase of the Preferred Shares pursuant to such an
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exercise of the Option (the "Closing") will occur within 15 days following the
delivery of such notice of exercise. At the Closing (i) the Optionee will
deliver to the Company the certificate or certificates representing the
Preferred Shares to be acquired by Company, accompanied by stock powers executed
in blank and otherwise will take such action as may be reasonably necessary in
order to transfer to the Company good and marketable title to such Preferred
Shares, free and clear of all claims, liens and encumbrances of any nature, and
(ii) the Company will at its election satisfy the Option Price either by (x)
wire transfer of the amount thereof in immediately available funds to Optionee's
designated bank account or (y) delivery to the Optionee of a certificate,
registered in the name of Optionee, representing the number of shares of Company
Common Stock determined pursuant to paragraph 1(b) above.
3. Representations of Optionee. Optionee represents and warrants to the
Company as follows:
(a) Optionee has full power, authority and capacity to execute and
deliver this Agreement, and this Agreement is the valid and binding obligation
of Optionee, enforceable according to its terms.
(b) Upon any exercise of the Option, Optionee will be the legal and
beneficial owner of, and shall at Closing convey to the Company hereunder good
and marketable title to, the Preferred Shares being sold pursuant to such
exercise, free and clear of any claim, lien, option, charge or encumbrance of
any nature whatsoever. Upon any exercise of the Option, Optionee will have full
power, authority and capacity to sell the Preferred Shares being sold pursuant
to such exercise to Company in accordance with the terms and provisions of this
Agreement.
(c) Upon any exercise of the Option, it will acquire the Company
Common Stock hereunder for its own account for the purpose of investment and not
with a view to, or for sale in connection with, any distribution thereof; it
understands that the Company Common Stock will not have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), by reason of its
issuance in a transaction exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof, and accordingly the Company
Common Stock must be held indefinitely unless a subsequent disposition thereof
is (i) registered under the Securities Act or (ii) exempt from such
registration. The Company Common Stock will bear a legend indicating its
restricted status and the Company will make a notation on its transfer books to
such effect. Optionee further understands that the exemption from registration
afforded by Rule 144 under the Securities Act depends on the satisfaction of
various conditions and that, if applicable, Rule 144 affords the basis of sales
of the Company Common Stock in limited amounts under certain conditions.
4. Representations of Company. The Company represents and warrants to
Optionee as follows:
(a) The Company has full power, authority and capacity to issue the
shares of Company Common Stock upon exercise of the Option in accordance with
the terms and provisions of this Agreement and to execute and deliver this
Agreement, and this Agreement is the valid and binding obligation of Company,
enforceable according to its terms.
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(b) The Company Common Stock issuable upon exercise of the Option
has been duly and validly reserved for issuance, and upon issuance in accordance
with the terms of this Agreement, will be duly and validly issued, fully paid
and non-assessable. Upon such issuance, Optionee shall acquire good and
marketable title to such shares of Company Common Stock, free and clear of any
claim, lien, option, charge or encumbrance of any nature whatsoever other than
restrictions on transfer under applicable state and federal securities laws.
(c) The Company is, and for so long as the Option granted hereunder
remains outstanding will continue to be, in compliance with the reporting
requirements of Rule 144 of the Securities and Exchange Commission, the
Securities Act and the Securities Exchange Act of 1934, as amended.
5. Miscellaneous. All references to share prices and amounts herein
shall be equitably adjusted to reflect stock splits, stock dividends,
recapitalization and similar changes affecting the capital stock of the Company
or eRT, as the case may be. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and assigns. This
Agreement shall be construed in accordance with the laws of the State of
Delaware. This Agreement may be executed in any number of counterparts each of
which shall constitute one and the same instrument.
IN WITNESS THEREOF, the parties have executed this Agreement as of the
date first above written.
PREMIER RESEARCH WORLDWIDE, LTD.
By:
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Name:
Title:
COMMUNICADE INC.
By:
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Name:
Title: