] Shares of Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 7th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
The shareholder, named in Schedule 2 hereto (acting by its general partner, TC Group VI Cayman, L.P., acting by its general partner TC Group VI Cayman, L.L.C., the “Selling Shareholder”), of Ortho Clinical Diagnostics Holdings plc, a public limited company organized under the laws of England and Wales (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] ordinary shares, nominal value $0.00001 per share (the “Ordinary Shares”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] Ordinary Shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as “Stock.”
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • January 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of , by and between U.S. Crimson Acquisition Inc., a Delaware corporation (the “Company”), and , [a member of the board of directors][an officer][an employee][an agent][a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
Employment AgreementEmployment Agreement • January 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New Jersey
This Employment Agreement (this “Agreement”), dated as of January 18, 2021 (the “Effective Date”), is made by and between Ortho-Clinical Diagnostics Bermuda Co. Ltd. a Bermuda exempted limited liability company (together with any successor thereto, the “Company”) and Christopher Michael Smith (the “Executive”) (collectively referred to herein as the “Parties”).
PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG CORONADO TOPCO, INC., QUIDEL CORPORATION, ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC AND THE INITIAL CARLYLE STOCKHOLDER DECEMBER 22, 2021Principal Stockholders Agreement • December 23rd, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Principal Stockholders Agreement (this “Agreement”) is made as of December 22, 2021 by and among Coronado Topco, Inc., a Delaware corporation (the “Company”), Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (the “Initial Carlyle Stockholder”), any Permitted Transferee who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”) and, solely for purposes of Section 2.2, Quidel Corporation, a Delaware corporation (“Laguna”), and Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated under the laws of England and Wales (“Orca”).
PRINCIPAL SHAREHOLDERS AGREEMENT by and among Ortho Clinical Diagnostics Holdings plc andPrincipal Shareholders Agreement • March 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Principal Shareholders Agreement (this “Agreement”) is made as of January 25, 2021 by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated and registered in England and Wales (the “Company”), and Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (the “Initial Carlyle Shareholder”), and any other shareholder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”).
ORTHO-CLINICAL DIAGNOSTICS, INC. and ORTHO-CLINICAL DIAGNOSTICS S.A., as Issuers and the Guarantors party hereto from time to time INDENTURE Dated as of June 11, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
INDENTURE, dated as of June 11, 2020, as amended or supplemented from time to time (this “Indenture”), among ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation incorporated under the laws of the State of New York (the “U.S. Co-Issuer”), ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 89C, rue Pafebruch, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Co-Issuer” and, together with the U.S. Co-Issuer, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
CREDIT AGREEMENT DATED AS OF JUNE 30, 2014 AMONG ORTHO-CLINICAL DIAGNOSTICS S.A., AS LUX BORROWER, CRIMSON MERGER SUB, INC., AS INITIAL U.S. BORROWER, AND ORTHO-CLINICAL DIAGNOSTICS, INC., AS U.S. BORROWER, ORTHO-CLINICAL DIAGNOSTICS HOLDINGS...Credit Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and together with the Initial U.S. Borrower and the Lux Borrower, collectively, the “Borrowers”), ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À R.L., a société à responsabilité limitée governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185679 (“Holdings”), each lender from time to t
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICERestricted Stock Unit Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
Ortho-Clinical Diagnostics Bermuda Co. Ltd. (the “Company”), pursuant to its 2014 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
April 3, 2022 Christopher Smith Re: Restricted Stock Agreement Amendment Dear Chris:Restricted Stock Agreement • April 7th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
This letter sets forth our agreement with respect to certain terms and conditions of your outstanding restricted shares previously granted under the Company’s 2014 Equity Incentive Plan (the “Plan”). This letter does not address the terms and conditions of your outstanding stock options, which are addressed in that certain Special Advisor Agreement previously entered into between you and Coronado Topco, Inc. (“Topco”) (as it may be amended from time to time, the “Advisor Agreement”).
SHAREHOLDERS AGREEMENT OF ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLCShareholders Agreement • January 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Shareholders Agreement (“Agreement”) is entered into as of this th day of , 2021, by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated and registered in England and Wales (the “Company”), Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (the “Initial Carlyle Shareholder”) and certain consultants and their affiliated entities and members of management of the Company and/or its Subsidiaries that are parties hereto and that hold, or may hereafter be issued, Shares (each such Person, in its, his or her capacity as the holder of such Shares, collectively the “Management Shareholders”). The names of the Management Shareholders as of the date hereof are set forth on Schedule I. Certain capitalized terms used herein without definition have the meanings ascribed to them in Section 6 hereof.
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Unless otherwise defined herein, the terms defined in the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
SECOND AMENDMENTSecond Amendment • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, as amended by the First Amendment to Credit Agreement dated June 6, 2017,2017 and as further amended by the Second Amendment to Credit Agreement dated June 8, 2018, among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and together with the Initial U.S. Borrower and the Lux Borrower, collectively, the “Borrowers”), ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À R.L., a société à responsabilité limitée governed by the laws of Luxembourg, having its regis
THIRD AMENDMENTAmendment • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This THIRD AMENDMENT (this “Amendment”), dated as of January 7, 2020, by and among Ortho-Clinical Diagnostics S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L—8308 Capellen, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés de Luxembourg) under number B 185693 (the “Lux Borrower”), Ortho-Clinical Diagnostics, Inc. (the “U.S. Borrower” and together with the Lux Borrower, the “Borrowers”), Ortho-Clinical Diagnostics Holdings Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L—8308 Capellen, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés de Luxembourg) u
SPECIAL ADVISOR AGREEMENTSpecial Advisor Agreement • February 16th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • California
THIS SPECIAL ADVISOR AGREEMENT (this “Agreement”) is made and entered as of February 15, 2022, by and between Coronado Topco, Inc., a Delaware corporation (the “Company”), and Christopher Smith, an individual (“Smith”).
AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENTSpecial Advisor Agreement • April 7th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • California
THIS AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENT (this “Agreement”) is made and entered as of April 3, 2022 (the “Effective Date”), by and between Coronado Topco, Inc., a Delaware corporation (the “Company”), and Christopher Smith, an individual (“Smith”).
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This Amended and Restated Consulting Services Agreement (this “Agreement”), dated as of October 15, 2020, by and between Ortho-Clinical Diagnostics, Inc., a New Jersey corporation (as successor to Crimson Merger Sub, Inc., the “Company”), and Carlyle Investment Management, L.L.C., a Delaware limited liability company (“Advisor”).
RECEIVABLES PURCHASE AGREEMENT Dated as of June 11, 2021 by and among ORTHO- CLINICAL DIAGNOSTICS US FINANCECO I, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, WELLS FARGO BANK, N.A., as Administrative Agent, and...Receivables Purchase Agreement • June 15th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 11, 2021 by and among the following parties:
Employment AgreementEmployment Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New Jersey
This Employment Agreement (this “Agreement”), dated as of May 22, 2014, is made by and between Crimson Bermuda Co. a Bermuda exempted limited liability company (together with any successor thereto, the “Company”) and MICHAEL A. SCHLESINGER (the “Executive”) (collectively referred to herein as the “Parties”).
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLCRestricted Stock Unit Agreement and Option Agreement Amendment • April 7th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Reference is made to those certain option award agreements (the “Option Agreements”) between you and Ortho Clinical Diagnostics Holdings PLC (f/k/a Ortho-Clinical Diagnostics Bermuda Co. Ltd.) (the “Company”), pursuant to which you were granted options to purchase shares of Company common shares (“Options”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and the Company’s 2014 Equity Incentive Plan (the “2014 Plan” and, together with the 2021 Plan, the “Plans”). Capitalized terms not otherwise defined herein have the meaning set forth in the Option Agreements. Notwithstanding the terms of the Option Agreements, this letter hereby amends the Option Agreements to provide for the following:
SHAREHOLDERS AGREEMENT OF ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLCShareholders Agreement • March 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Shareholders Agreement (“Agreement”) is entered into as of this 25th day of January, 2021, by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated and registered in England and Wales (the “Company”), Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (the “Initial Carlyle Shareholder”) and certain consultants and their affiliated entities and members of management of the Company and/or its Subsidiaries that are parties hereto and that hold, or may hereafter be issued, Shares (each such Person, in its, his or her capacity as the holder of such Shares, collectively the “Management Shareholders”). The names of the Management Shareholders as of the date hereof are set forth on Schedule I. Certain capitalized terms used herein without definition have the meanings ascribed to them in Section 6 hereof.
FIFTH AMENDMENTFifth Amendment • February 9th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, as amended by the First Amendment to Credit Agreement dated June 6, 2017, as further amended by the Second Amendment to Credit Agreement dated June 8, 2018, as further amended by the Third Amendment to Credit Agreement dated January 7, 2020 and2020, as further amended by the Fourth Amendment to Credit Agreement dated January27, 2020 27, 2020, and as further amended by the Fifth Amendment to Credit Agreement dated February 5, 2021 among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 89C, rue Pafebruch, L-8308 Capellen, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a cor
BUSINESS COMBINATION AGREEMENT by and among QUIDEL CORPORATION, CORONADO TOPCO, INC., ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC, LAGUNA MERGER SUB, INC., ORCA HOLDCO, INC. and ORCA HOLDCO 2, INC. Dated as of December 22, 2021Business Combination Agreement • December 23rd, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 22, 2021, is by and among Quidel Corporation, a Delaware corporation (“Laguna”), Coronado Topco, Inc., a Delaware corporation and a wholly owned subsidiary of Orca (“Topco”), Laguna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“U.S. Merger Sub”), Orca Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“U.S. Holdco Sub”), Orca Holdco 2, Inc., a Delaware corporation and a wholly owned subsidiary of U.S. Holdco Sub (“U.S. Holdco Sub 2”), and Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated under the laws of England and Wales (“Orca”).
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLCOption Agreement • May 26th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Reference is made to those certain Option Agreement and Grant Notices (“Option Agreements”) between you and the Company, pursuant to which you were granted share options (“Options”) under the Company’s 2014 Equity Incentive Plan (the “2014 Plan” and, together with the 2021 Plan, the “Plans”). Capitalized terms not otherwise defined herein have the meaning set forth in the Option Agreements or the Plans, as applicable.
DEED OF INDEMNITYDeed of Indemnity • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • England and Wales
ORTHO-CLINICAL DIAGNOSTICS HOLDINGS PLC OMNIBUS AMENDMENT TO AWARD AGREEMENTSOmnibus Amendment to Award Agreements • April 7th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
This Omnibus Amendment to Award Agreements (the “Amendment”) amends those outstanding award agreements described below (the “Award Agreements”) relating to share option awards, restricted share units and restricted shares (each an “Award”) granted by Ortho Clinical Diagnostics Holdings plc or its predecessors (the “Company”) under the Company’s 2014 Equity Incentive Plan or the Company’s 2021 Equity Incentive Plan (each a “Plan” and together, the “Plans”). Capitalized terms not defined herein shall have the meanings set forth in the respective Plan. This Amendment does not, however, amend the terms of, and does not apply to, any Award that is covered by an individual amendment or similar agreement addressing the impact of the Combinations (as defined below) thereon.
Ortho Clinical Diagnostics Holdings plc Raritan, NJ 08869Director Appointment Rights • December 23rd, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Reference is hereby made to (i) that certain Business Combination Agreement, dated as of the date hereof, by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated under the laws of England and Wales (“Ortho”), Quidel Corporation, a Delaware corporation (“Quidel”), Coronado Topco, Inc., a Delaware corporation (“Topco”), Laguna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Topco, Orca Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“Orca Holdco”) and Orca Holdco 2, Inc., a Delaware corporation and a wholly owned subsidiary of Orca Holdco (as amended, the “BCA”) and (ii) that certain Principal Stockholders Agreement, dated as of the date hereof, by and among Topco, Quidel, Ortho and Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (“Carlyle”) (the “Stockholders Agreement”). Capitalized terms used and not defined herein shall have the meanings ascribed to them
FOURTH AMENDMENTAmendment • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, as amended by the First Amendment to Credit Agreement dated June 6, 2017 and2017, as further amended by the Second Amendment to Credit Agreement dated June 8, 2018, as further amended by the Third Amendment to Credit Agreement dated January 7, 2020 and as further amended by the Fourth Amendment to Credit Agreement dated January27, 2020 among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll89C, rue Pafebruch, L-8308 Capellen, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and tog
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Unless otherwise defined herein, the terms defined in the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”), Appendix A attached hereto, and Appendix B attached hereto (collectively, the “Agreement”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, as amended by the First Amendment to Credit Agreement dated June 6, 2017, among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and together with the Initial U.S. Borrower and the Lux Borrower, collectively, the “Borrowers”), ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À R.L., a société à responsabilité limitée governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and compan
