] Shares of Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 7th, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • New York
The shareholder, named in Schedule 2 hereto (acting by its general partner, TC Group VI Cayman, L.P., acting by its general partner TC Group VI Cayman, L.L.C., the “Selling Shareholder”), of Ortho Clinical Diagnostics Holdings plc, a public limited company organized under the laws of England and Wales (the “Company”), proposes to 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 (the “Ordinary Shares”), 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 “Stock.”
