Avantor, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 3rd, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
Avantor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company, and the Stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are being collectively called the “Shares”.
INVESTOR RIGHTS AGREEMENT by and between AVANTOR, INC. AND NEW MOUNTAIN PARTNERS III, L.P. Dated as of [ ], 2019Investor Rights Agreement • May 3rd, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
This INVESTOR RIGHTS AGREEMENT ( “Agreement”) is entered into as of [ ], 2019, by and between Avantor, Inc., a Delaware corporation (the “Company”) and New Mountain Partners III, L.P., a Delaware limited partnership (“New Mountain”).
Avantor, Inc. [•]% Series A Mandatory Convertible Preferred Stock Underwriting AgreementUnderwriting Agreement • May 3rd, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
Avantor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Securities”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Securities”) of [•]% Series A Mandatory Convertible Preferred Stock, with an initial liquidation preference of $50 per share (the “Mandatory Convertible Preferred Stock”), of the Company. The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are being collectively called the “Securities”.
ContractJoinder Agreement • May 3rd, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE PROVISIONS OF THIS WARRANT, INCLUDING PURSUANT TO SECTION 5 HEREOF.
