VWR CORPORATION (Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANRestricted Stock Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
VWR CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [—], 2014, between VWR Corporation, a Delaware corporation (the “Company”), and Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Holdings”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1. This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANStock Appreciation Rights Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCOME TAX RECEIVABLE AGREEMENT dated as ofIncome Tax Receivable Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [—], 2014, is hereby entered into by and among VWR Corporation, a Delaware corporation (the “Corporation”) and Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between VWR Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among VWR Corporation (formerly known as VWR Investors, Inc), a Delaware corporation (the “Company”), Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Investor”) and Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., MDCP Co-Investors (Varietal), L.P. and MDCP Co-Investors (Varietal-2), L.P. (collectively referred to herein as “MDP”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
TERMINATION AGREEMENTTermination Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Illinois
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2014 by and among VWR Funding, Inc., a Delaware corporation (“VWR Funding”), Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (“MDP”) and Avista Capital Holdings, L.P., a Delaware limited partnership (“Avista” and, together with VWR Funding and MDP, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Management Agreement (as defined below).
