Employment AgreementEmployment Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New Jersey
This Employment Agreement (this “Agreement”), dated as of September 30, 2020 (the “Effective Date”), is made by and between Ortho-Clinical Diagnostics Bermuda Co. Ltd. a Bermuda exempted limited liability company (together with any successor thereto, the “Company”) and Christopher Michael Smith (the “Executive”) (collectively referred to herein as the “Parties”).
FORM OF PRINCIPAL SHAREHOLDERS AGREEMENT BY AND AMONG ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC AND THE CARLYLE SHAREHOLDERPrincipal Shareholders Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Principal Shareholders Agreement (this “Agreement”) is made as of [ ● ], 2021 by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated and registered in England and Wales (the “Company”), and Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (the “Initial Carlyle Shareholder”), and any other shareholder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”).
ORTHO-CLINICAL DIAGNOSTICS, INC. and ORTHO-CLINICAL DIAGNOSTICS S.A., as Issuers and the Guarantors party hereto from time to time INDENTURE Dated as of June 11, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
INDENTURE, dated as of June 11, 2020, as amended or supplemented from time to time (this “Indenture”), among ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation incorporated under the laws of the State of New York (the “U.S. Co-Issuer”), ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 89C, rue Pafebruch, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Co-Issuer” and, together with the U.S. Co-Issuer, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
CREDIT AGREEMENT DATED AS OF JUNE 30, 2014 AMONG ORTHO-CLINICAL DIAGNOSTICS S.A., AS LUX BORROWER, CRIMSON MERGER SUB, INC., AS INITIAL U.S. BORROWER, AND ORTHO-CLINICAL DIAGNOSTICS, INC., AS U.S. BORROWER, ORTHO-CLINICAL DIAGNOSTICS HOLDINGS...Credit Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and together with the Initial U.S. Borrower and the Lux Borrower, collectively, the “Borrowers”), ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À R.L., a société à responsabilité limitée governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185679 (“Holdings”), each lender from time to t
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICERestricted Stock Unit Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
Ortho-Clinical Diagnostics Bermuda Co. Ltd. (the “Company”), pursuant to its 2014 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Unless otherwise defined herein, the terms defined in the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
SECOND AMENDMENTSecond Amendment • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, as amended by the First Amendment to Credit Agreement dated June 6, 2017,2017 and as further amended by the Second Amendment to Credit Agreement dated June 8, 2018, among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and together with the Initial U.S. Borrower and the Lux Borrower, collectively, the “Borrowers”), ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À R.L., a société à responsabilité limitée governed by the laws of Luxembourg, having its regis
THIRD AMENDMENTAmendment • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This THIRD AMENDMENT (this “Amendment”), dated as of January 7, 2020, by and among Ortho-Clinical Diagnostics S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L—8308 Capellen, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés de Luxembourg) under number B 185693 (the “Lux Borrower”), Ortho-Clinical Diagnostics, Inc. (the “U.S. Borrower” and together with the Lux Borrower, the “Borrowers”), Ortho-Clinical Diagnostics Holdings Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L—8308 Capellen, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés de Luxembourg) u
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This Amended and Restated Consulting Services Agreement (this “Agreement”), dated as of October 15, 2020, by and between Ortho-Clinical Diagnostics, Inc., a New Jersey corporation (as successor to Crimson Merger Sub, Inc., the “Company”), and Carlyle Investment Management, L.L.C., a Delaware limited liability company (“Advisor”).
Employment AgreementEmployment Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New Jersey
This Employment Agreement (this “Agreement”), dated as of May 22, 2014, is made by and between Crimson Bermuda Co. a Bermuda exempted limited liability company (together with any successor thereto, the “Company”) and MICHAEL A. SCHLESINGER (the “Executive”) (collectively referred to herein as the “Parties”).
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
DEED OF INDEMNITYDeed of Indemnity • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • England and Wales
FOURTH AMENDMENTAmendment • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, as amended by the First Amendment to Credit Agreement dated June 6, 2017 and2017, as further amended by the Second Amendment to Credit Agreement dated June 8, 2018, as further amended by the Third Amendment to Credit Agreement dated January 7, 2020 and as further amended by the Fourth Amendment to Credit Agreement dated January27, 2020 among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll89C, rue Pafebruch, L-8308 Capellen, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and tog
ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Unless otherwise defined herein, the terms defined in the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”), Appendix A attached hereto, and Appendix B attached hereto (collectively, the “Agreement”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 4th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of June 30, 2014, as amended by the First Amendment to Credit Agreement dated June 6, 2017, among ORTHO-CLINICAL DIAGNOSTICS S.A., a société anonyme governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and companies register under number B185693 (the “Lux Borrower”), CRIMSON MERGER SUB, INC., a corporation organized under the laws of Delaware (the “Initial U.S. Borrower”), immediately upon consummation of the Merger (as defined below), ORTHO-CLINICAL DIAGNOSTICS, INC., a corporation organized under the laws of New York (the “U.S. Borrower” and together with the Initial U.S. Borrower and the Lux Borrower, collectively, the “Borrowers”), ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À R.L., a société à responsabilité limitée governed by the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, and registered with the Luxembourg trade and compan
