INC Research Holdings, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 4th, 2015 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
The undersigned understands that you, propose to enter into an Underwriting Agreement (collectively, the “Underwriters”), with INC Research Holdings, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule II to such agreement providing for a public offering of shares of Class A Common Stock, par value $0.01 (the “Stock”) of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the “SEC”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 4th, 2015 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 30, 2015 by and between INC Research Holdings, Inc., a Delaware corporation (the “Company”), Avista Capital Partners II, L.P., a Delaware limited partnership (“Avista”), Avista Capital Partners (Offshore) II, L.P., a Bermuda exempted limited partnership, Avista Capital Partners (Offshore) II-A, L.P., a Bermuda exempted limited partnership (collectively, the “Avista Funds”), 1829356 Ontario Limited, a corporation formed under the laws of the Province of Ontario and wholly-owned subsidiary of Ontario Teachers’ Pension Plan Board (“Teachers”), ACP INC Research Co-Invest, LLC, a Delaware limited liability company (the “Avista Syndication Vehicle”), INC Research Mezzanine Co-Invest, LLC, a Delaware limited liability company (the “Mezzanine Co-Invest Vehicle”) (collectively, the “Sellers”).
