ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC [ ] Shares of Ordinary Shares Underwriting AgreementUnderwriting Agreement • January 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
Ortho Clinical Diagnostics Holdings plc, a public limited company organized under the laws of England and Wales (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] ordinary shares, nominal value $0.00001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] ordinary shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • January 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of , by and between U.S. Crimson Acquisition Inc., a Delaware corporation (the “Company”), and , [a member of the board of directors][an officer][an employee][an agent][a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
Employment AgreementEmployment Agreement • January 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New Jersey
This Employment Agreement (this “Agreement”), dated as of January 18, 2021 (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”).
SHAREHOLDERS AGREEMENT OF ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLCShareholders Agreement • January 19th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Shareholders Agreement (“Agreement”) is entered into as of this th day of , 2021, by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated and registered in England and Wales (the “Company”), Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (the “Initial Carlyle Shareholder”) and certain consultants and their affiliated entities and members of management of the Company and/or its Subsidiaries that are parties hereto and that hold, or may hereafter be issued, Shares (each such Person, in its, his or her capacity as the holder of such Shares, collectively the “Management Shareholders”). The names of the Management Shareholders as of the date hereof are set forth on Schedule I. Certain capitalized terms used herein without definition have the meanings ascribed to them in Section 6 hereof.
