Exhibit 10.2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of this 22nd day of August, 2005
("Agreement"), among each of the persons listed under the caption
"etrials
Group" on Exhibit A attached hereto (the "etrials Group") and each
of the
persons listed under the caption "Founders Group" on Exhibit A
attached hereto
and CEA Acquisition Corporation, a Delaware corporation ("CEA").
Each of the
etrials Group and the Founders Group is sometimes referred to
herein as a
"Group". For purposes of this Agreement, each person who is a
member of either
the etrials Group or the Founders Group is referred to herein
individually as a
"Stockholder" and collectively as the "Stockholders".
WHEREAS, as of the date hereof, each of CEA, etrials Worldwide,
Inc.
(the "Company"), a Delaware corporation, etrials Acquisition
Corporation
("Merger Sub"), a Delaware corporation, and the Stockholders who
are members of
the etrials Group have entered into an Agreement and Plan of Merger
(the "Merger
Agreement") which provides, upon the terms and subject to the
conditions
thereof, for the merger of Merger Sub with and into the Company,
with the
Company being the surviving entity and becoming a wholly owned
subsidiary of CEA
(the "Merger");
WHEREAS, as of the date hereof, each stockholder who is a member of
the
Founders Group owns beneficially of record shares of common stock
of CEA, par
value $0.0001 per share ("CEA Common Stock"), as set forth opposite
such
stockholder's name on Exhibit A hereto (all such shares and any
shares of which
ownership of record or the power to vote is hereafter acquired by
any of the
Stockholders, whether by purchase, conversion or exercise, prior to
the
termination of this Agreement being referred to herein as the
"Shares");
WHEREAS, at the Effective Time, all shares of Company Common Stock
and
Company Preferred Stock beneficially owned by each Stockholder who
is a member
of the etrials Group shall be converted into the right to receive
and shall be
exchanged for his, her or its pro rata portion of the shares of CEA
Common Stock
and Merger Warrants to be issued to the Company's security holders
as
consideration in the Merger;
WHEREAS, as a condition to the consummation of the Merger
Agreement,
the Stockholders have agreed, severally, to enter into this
Agreement; and
WHEREAS, capitalized terms used but not defined in this Agreement
shall
have the meanings ascribed to them in the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Merger
Agreement, and
intending to be legally bound hereby, the parties hereto hereby
agree as
follows:
ARTICLE I
VOTING OF SHARES FOR DIRECTORS
SECTION 1.01 Vote in Favor of the Directors. During the term of
this
Agreement, each Stockholder agrees to vote the Shares of CEA Common
Stock he,
she or it now owns, or will hereafter acquire prior to the
termination of this
Agreement, for the election and re-election of the following
persons as
directors of CEA:
(a) Four persons who are designees of the e-trials Group, one to
stand for election in 2006 ("Class A Director"), who shall
initially be Hans
Lindroth; one to stand for election in 2007 ("Class B Director"),
who shall
initially be Peter Coker; and two to stand for election 2008
("Class C
Directors"), who shall initially be John Cline and Robert Brill
(collectively,
the "etrials Directors"); and
(b) Three persons who are designees of the Founders Group, one as
a Class A Director, who shall initially be Robert Moreyra; one as a
Class B
Director, who shall initially be Donald Russell; and one as a Class
C Director,
who shall initially be Harold Ewen (the "Founders Directors," and
together with
etrials Directors, the "Director Designees").
Neither the Stockholders, nor any of the officers, directors,
stockholders, members, managers, partners, employees or agents of
any
Stockholder, makes any representation or warranty as to the fitness
or
competence of any Director Designee to serve on the Board of
Directors by virtue
of such party's execution of this Agreement or by the act of such
party in
designating or voting for such Director Designee pursuant to this
Agreement.
Any Director Designee may be removed from the Board of Directors in
the
manner allowed by law and CEA's governing documents except that
each Stockholder
agrees that he, she or it will not vote for the removal of any
director who is a
member of Group of which such Stockholder is not a member. If a
director is
removed or resigns from office, the remaining directors of the
Group of which
the vacating director is a member shall be entitled to appoint the
successor.
SECTION 1.02 Vote in Favor of Stock Option Plan. During the term of
this Agreement, each Stockholder agrees to vote the Shares of CEA
Common Stock
he, she or it now owns, or hereafter acquires prior to the
termination of this
Agreement, in favor of the adoption of the Parent Plan (as defined
in the Merger
Agreement).
SECTION 1.03 Obligations of CEA. CEA shall take all necessary and
desirable actions within its control during the term of this
Agreement to
provide for the CEA Board of Directors to be comprised of seven
members and to
enable the election to the Board of Directors of the Director
Designees.
SECTION 1.04 Term of Agreement. The obligations of the Stockholders
pursuant to this Agreement shall terminate immediately following
the election or
re-election of directors at the annual meeting of CEA that will be
held in 2007.
SECTION 1.05 Obligations as Director and/or Officer. Nothing in
this
Agreement shall be deemed to limit or restrict any director or
officer of CEA
from acting in his or
2
her capacity as such director or officer or from exercising his or
her fiduciary
duties and responsibilities, it being agreed and understood that
this Agreement
shall apply to each Stockholder solely in his or her capacity as a
stockholder
of CEA and shall not apply to his or her actions, judgments or
decisions as a
director or officer of CEA if he or she is such a director or
officer.
SECTION 1.06 Transfer of Shares. If a member of the etrials Group
desires to transfer his, her or its Shares to a permitted
transferee pursuant to
the Lock-Up Agreement of even date herewith executed by such
member, or if a
member of the Founders Group desires to transfer his or its shares
to a
permitted transferee pursuant to the Escrow Agreement dated as of
February 12,
2004, it shall be a condition to such transfer that the transferee
agree to be
bound by the provisions of this Agreement. This Agreement shall in
no way
restrict the transfer on the public market of Shares that are not
subject to the
Lock-Up Agreement or the Escrow Agreement, and any such transfers
on the public
market of shares not subject to the provisions of the Lock-Up
Agreement or the
Escrow Agreement, as applicable, shall be free and clear of the
restrictions in
this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES;
COVENANTS OF THE STOCKHOLDERS
Each Stockholder hereby severally represents warrants and covenants
as
follows:
SECTION 2.01 Authorization. Such Stockholder has full legal
capacity
and authority to enter int
