As of February 9, 1997
LOCK-UP AGREEMENT
Quintiles Transnational Corp.
0000 Xxxxxxxxxx Xxxxx
Riverbirch Building, Suite 300
Durham, North Carolina 27703-8411
Xxxxxxx, Xxxxx & Co.
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxx Xxxxxx Inc.
Xxxxxxx Xxxxx & Company, L.L.C.
As Representatives of the
Several Underwriters
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that Xxxxxxx,
Sachs & Co., Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxx
Xxxxxx Inc., and Xxxxxxx Xxxxx & Company, L.L.C. as
representatives (the "U.S. Representatives") of the
several U.S. underwriters (the "U.S. Underwriters")
propose to enter into a U.S. Underwriting Agreement
(the "U.S. Underwriting Agreement"), and Xxxxxxx Sachs
International, Xxxxxx Xxxxxxx & Co. International
Limited, Xxxxx Xxxxxx Inc. and Xxxxxxx Xxxxx &
Company, L.L.C., as representatives (the
"International Representatives", and together with the
U.S. Representatives, the "Representatives") of the
several international underwriters (the "International
Underwriters", and together with the U.S.
Underwriters, the "Underwriters") propose to enter
into an International Underwriting Agreement (the
"International Underwriting Agreement", and together
with the U.S. Underwriting Agreement, the
"Underwriting Agreements"), in each case, with
Quintiles Transnational Corp., a North Carolina
corporation (the "Company"), and certain shareholders
of the Company (the "Selling Shareholders"), providing
for the public offering (the "Public Offering") by the
several Underwriters of up to 4,600,000 shares (the
"Shares") of the Common Stock, par value $.01 per
share, of the Company (the "Common Stock").
In order to induce the Company, the Selling
Shareholders and the Underwriters to execute and
deliver the Underwriting Agreements, to induce the
Underwriters to purchase and make the Public Offering
of the Shares, to facilitate the orderly distribution
of the Shares, and for other good and valuable
consideration receipt of which is hereby acknowledged,
the undersigned hereby agrees that, without the prior
written consent of Xxxxxxx, Sachs & Co., on behalf of
the Underwriters, and the Company, the undersigned
will not, during the period beginning from the date
hereof and continuing to and including the date 90
days after the date of the final prospectus for the
Public Offering (which date will be notified to the
undersigned by Xxxxxxx, Xxxxx & Co. and the Company),
offer, sell, contract to sell or otherwise dispose of
any shares of Common Stock or any securities of the
Company that are substantially similar to the Common
Stock, including but not limited to any securities
that are convertible into or exchangeable for, or that
represent the right to receive, Common Stock or any
such substantially similar securities of the Company
(other than pursuant to employee stock option plans
existing on, or upon the conversion or exchange of
convertible or exchangeable securities outstanding as
of, the date of the final prospectus for the Public
Offering).
Very truly yours,
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
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HSBC PRIVATE EQUITY INVESTMENTS
LIMITED
/s/ Xxxxxxx Xxxxxxx
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LLOYDS DEVELOPMENT CAPITAL
LIMITED
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
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MSS NOMINEES LIMITED
(ACCOUNT 758170)
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
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MSS NOMINEES LIMITED
(ACCOUNT 758979)
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
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MSS NOMINEES LIMITED
(ACCOUNT 757549)
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
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MSS NOMINEES LIMITED
(ACCOUNT 778392)
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
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GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H715)
/s/ Xxxxxxxxxxx X. Xxxxxxxxx
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GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H716)
