PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG CORONADO TOPCO, INC., QUIDEL CORPORATION, ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC AND THE INITIAL CARLYLE STOCKHOLDER DECEMBER 22, 2021Principal Stockholders Agreement • December 23rd, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This Principal Stockholders Agreement (this “Agreement”) is made as of December 22, 2021 by and among Coronado Topco, Inc., a Delaware corporation (the “Company”), Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (the “Initial Carlyle Stockholder”), any Permitted Transferee 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”) and, solely for purposes of Section 2.2, Quidel Corporation, a Delaware corporation (“Laguna”), and Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated under the laws of England and Wales (“Orca”).
BUSINESS COMBINATION AGREEMENT by and among QUIDEL CORPORATION, CORONADO TOPCO, INC., ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC, LAGUNA MERGER SUB, INC., ORCA HOLDCO, INC. and ORCA HOLDCO 2, INC. Dated as of December 22, 2021Business Combination Agreement • December 23rd, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 22, 2021, is by and among Quidel Corporation, a Delaware corporation (“Laguna”), Coronado Topco, Inc., a Delaware corporation and a wholly owned subsidiary of Orca (“Topco”), Laguna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“U.S. Merger Sub”), Orca Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“U.S. Holdco Sub”), Orca Holdco 2, Inc., a Delaware corporation and a wholly owned subsidiary of U.S. Holdco Sub (“U.S. Holdco Sub 2”), and Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated under the laws of England and Wales (“Orca”).
Ortho Clinical Diagnostics Holdings plc Raritan, NJ 08869Director Appointment Rights • December 23rd, 2021 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
Reference is hereby made to (i) that certain Business Combination Agreement, dated as of the date hereof, by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated under the laws of England and Wales (“Ortho”), Quidel Corporation, a Delaware corporation (“Quidel”), Coronado Topco, Inc., a Delaware corporation (“Topco”), Laguna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Topco, Orca Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“Orca Holdco”) and Orca Holdco 2, Inc., a Delaware corporation and a wholly owned subsidiary of Orca Holdco (as amended, the “BCA”) and (ii) that certain Principal Stockholders Agreement, dated as of the date hereof, by and among Topco, Quidel, Ortho and Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited partnership (“Carlyle”) (the “Stockholders Agreement”). Capitalized terms used and not defined herein shall have the meanings ascribed to them
