Class A Common Stock Underwriting AgreementUnderwriting Agreement • August 18th, 2016 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of INC Research Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC as set forth in Schedule I hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis) an aggregate of 4,500,000 shares (the “Shares”) of Class A Common Stock, par value $0.01 (“Stock”) of the Company.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • August 18th, 2016 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 12, 2016 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”).
