QuidelOrtho Corp Sample Contracts

SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • December 1st, 2023 • QuidelOrtho Corp • In vitro & in vivo diagnostic substances • California

This SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Agreement”) is dated as of [DATE] and is entered into by and between [EXECUTIVE] (“Executive”) and QuidelOrtho Corporation, a Delaware corporation (the “Company”).

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INCREASE JOINDER NO. 1
Increase Joinder • August 5th, 2022 • QuidelOrtho Corp • In vitro & in vivo diagnostic substances • New York

INCREASE JOINDER NO. 1, dated as of August 4, 2022 (this “Agreement”), by and among JPMorgan Chase Bank, N.A., as New Revolving Credit Lender (as defined below), a Lender and a L/C Issuer, QuidelOrtho Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto, and Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”).

SPECIAL ADVISOR AGREEMENT
Special Advisor Agreement • May 4th, 2023 • QuidelOrtho Corp • In vitro & in vivo diagnostic substances • California

THIS SPECIAL ADVISOR AGREEMENT (this “Agreement”) is made and entered as of April 5, 2023 by and between QUIDEL CORPORATION, a Delaware corporation (the “Company”), and Randall Steward, an individual (“Steward”).

AMENDMENT NO. 2
Credit Agreement • April 29th, 2024 • QuidelOrtho Corp • In vitro & in vivo diagnostic substances • New York

AMENDMENT NO. 2, dated as of April 25, 2024 (this “Amendment”), by and among QuidelOrtho Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto, and Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”).

QUIDELORTHO CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Business Combination Agreement • August 10th, 2022 • QuidelOrtho Corp • In vitro & in vivo diagnostic substances

On May 27, 2022, pursuant to a Business Combination Agreement entered into as of December 22, 2021 (the “BCA”), by and among Quidel Corporation (“Quidel”), Ortho Clinical Diagnostics Holdings plc (“Ortho”), QuidelOrtho Corporation (formerly Coronado Topco, Inc.) (“QuidelOrtho” and collectively with its subsidiaries, the “Company”), Orca Holdco, Inc., Laguna Merger Sub, Inc. (“U.S. Merger Sub”), and Orca Holdco 2, Inc., Quidel and Ortho consummated a business combination (the “Combinations”) by way of (i) a scheme of arrangement undertaken by Ortho under Part 26 of the U.K. Companies Act 2006 (the “Ortho Scheme”), pursuant to which each issued and outstanding share of Ortho was acquired by a nominee of QuidelOrtho, such that Ortho became a wholly owned subsidiary of QuidelOrtho, and (ii) a merger of U.S. Merger Sub with and into Quidel, with Quidel surviving the merger as a wholly owned subsidiary of QuidelOrtho. The High Court of Justice of England and Wales (the “Court”) sanctioned th

QuidelOrtho Corporation Retention Compensation Agreement
Retention Compensation Agreement • August 1st, 2024 • QuidelOrtho Corp • In vitro & in vivo diagnostic substances

QuidelOrtho Corporation (the “Company”) has awarded to you (the “Participant”) a cash retention award in the amount and on the terms set forth below (the “Cash Retention Award”) and has granted you an award of restricted stock units pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”) and the applicable form of award agreement thereunder (the “Equity Retention Award”). Your Cash Retention Award and Equity Retention Award (collectively, the “Retention Awards”) are subject to all of the terms and conditions as set forth in this Retention Compensation Agreement (this “Agreement”).

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