6,500,000 Shares of Common Stock PRA Health Sciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2018 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • December 22nd, 2020 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of December 18, 2020, is entered into by and among the following parties:
CREDIT AGREEMENT dated as of October 28, 2019, among PHARMACEUTICAL RESEARCH ASSOCIATES, INC., as the Borrower, PRA HEALTH SCIENCES, INC., as Holdings, The Several Lenders from Time to Time Parties Hereto,Credit Agreement • October 30th, 2019 • PRA Health Sciences, Inc. • Services-commercial physical & biological research
Number of Shares] PRA Health Sciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
KKR Capital Markets LLC UBS Securities LLC Credit Suisse Securities (USA) LLC Wells Fargo Securities, LLC Robert W. Baird & Co. Incorporated William Blair & Company, L.L.C.
AGREEMENT AND PLAN OF MERGER by and among ICON PLC ICON US HOLDINGS INC. INDIGO MERGER SUB, INC. and PRA HEALTH SCIENCES, INC. Dated as of February 24, 2021Agreement and Plan of Merger • February 24th, 2021 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 24, 2021, by and among ICON public limited company, a public limited company in Ireland (“Parent”), ICON US Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“US Holdco”), Indigo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent and US Holdco (“Merger Sub”), and PRA Health Sciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.01 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among KKR PRA Investors L.P., a Delaware limited partnership (the “Partnership”), KKR PRA Investors GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Pinnacle Holdco Parent, Inc., a Delaware corporation (“Parent”), and each of the parties hereto. Each of the Persons listed on the signature pages hereto (other than GP), any other Person who may become a party hereto pursuant to Section 11(c) and are referred to individually as a “Shareholder” and collectively as the “Shareholders”).
7,500,000 Shares of Common Stock PRA Health Sciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2016 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTS Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 2013 (the “Effective Date”) between PRA Global Holdings, Inc. (formerly known as Pinnacle Holdco Parent, Inc.), a Delaware corporation (the “Company”), and the undersigned person identified in the Omnibus Signature Page to this Agreement (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JUNE 4, 2007 BY AND BETWEEN PRA INTERNATIONAL AND LINDA BADDOUREmployment Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Virginia
WHEREAS, PRA International (the “Company”) and Linda Baddour (the “Executive”) previously entered into an Employment Agreement dated June 4, 2007 (the “Agreement”); and
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This INDEMNIFICATION AGREEMENT, dated as of September 23, 2013 (the “Agreement”), is among KKR PRA Investors L.P., a Delaware limited partnership (“Aggregator LP”), KKR PRA Investors GP LLC, a Delaware limited liability company (“Aggregator GP”), Pinnacle Holdco Parent, Inc., a Delaware corporation (“Parent”), PRA Holdings, Inc., a Delaware corporation (the “Company” and, together with Aggregator LP and Parent, the “Company Entities”), and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2021 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • North Carolina
EMPLOYMENT AGREEMENT (this “Agreement”), entered into effective August 10, 2018 (the “Effective Date”), between PRA Health Sciences, Inc., a Delaware corporation (the “Company”) and Christopher L. Gaenzle (the “Executive”).
CREDIT AGREEMENT dated as of July 1, 2021 among ICON LUXEMBOURG, S.À R.L., INDIGO MERGER SUB, INC., ICON CLINICAL RESEARCH LIMITED, ICON GLOBAL TREASURY UNLIMITED COMPANY, ICON US HOLDINGS INC. and ICON CLINICAL INVESTMENTS, LLC, as Borrowers ICON...Credit Agreement • July 1st, 2021 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
GUARANTEEGuarantee • September 17th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIS GUARANTEE dated as of September 23, 2013, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent (as defined in the Credit Agreement) for the benefit of the Secured Parties.
6,666,684 Shares of Common Stock PRA Health Sciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 6th, 2019 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
RECEIVABLES FINANCING AGREEMENT Dated as of March 22, 2016 by and among PRA RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PRA HOLDINGS, INC., as initial...Financing Agreement • March 25th, 2016 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 22, 2016 by and among the following parties:
STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 18, 2014 AMONG PRA HEALTH SCIENCES, INC. AND THE OTHER PARTIES HERETOStockholders Agreement • November 18th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
This Stockholders Agreement is entered into as of November 18, 2014 by and among PRA Health Sciences, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 24, 2014 (this “Agreement”), by and among PRA HOLDINGS, INC. (the “Borrower”), PRA GLOBAL HOLDINGS, INC. (“Holdings”), UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), each Participating Lender (as defined below) party or consenting hereto, each other Lender party hereto, and each other Credit Party party hereto.
Pinnacle Holdco Parent, Inc. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th St., Suite 4200 New York, New York 10019 Re: Transaction Fee Letter Ladies and Gentlemen:Monitoring Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
Reference is made to the Monitoring Agreement, dated as of September 23, 2013 (the “Monitoring Agreement”), by and between Pinnacle Holdco Parent, Inc. (the “Company”) and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • North Carolina
WHEREAS, prior to the Effective Date, the Executive has rendered services to the Company upon and subject to the terms, conditions and other provisions of that certain Amended and Restated Employment Agreement between the Executive and the Company effective as of January 1, 2010 (the “Prior Agreement”), which Prior Agreement by its terms expired effective December 31, 2013.
SECURITY AGREEMENTSecurity Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIS SECURITY AGREEMENT, dated as of September 23, 2013, among Pinnacle Holdco Parent, Inc., a Delaware corporation (“Holdings”), Pinnacle Merger Sub, Inc., which on the Closing Date shall be merged with PRA Holdings, Inc. (with PRA Holdings, Inc. as the merged company, the “Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and UBS AG, Stamford Branch, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN DAVID W. DOCKHORN AND PHARMACEUTICAL RESEARCH ASSOCIATES, INC.Employment and Non-Competition Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of March 1, 2009 (the “Effective Date”), between Pharmaceutical Research Associates, Inc., a Virginia corporation (“Company” or “Employer”), having its principal office in the State of North Carolina, which is a wholly-owned subsidiary of PRA international, a Delaware corporation, and David W. Dockhorn (“you” or “Employee”).
SALE PARTICIPATION AGREEMENT KKR PRA Investors L.P. New York, NY 10019Sale Participation Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Pinnacle Holdco Parent, Inc. a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to the roll over of options you currently hold to purchase/subscribe for common stock of PRA Holdings, Inc. or RPS Parent Holding Corp., as applicable. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stockholder’s Agreement. KKR PRA Investors L.P., a Delaware limited partnership (“Investor Holdings”), which is the parent entity of the Company, hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of the Effective Date:
FORM OF STOCK OPTION AGREEMENTGrant Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIS GRANT AGREEMENT (the “Grant Agreement”), dated as of the date indicated on Schedule A hereto as the date the Grant memorialized herein has been granted (the “Grant Date”), is made by and between PRA Global Holdings, Inc. (formerly known as Pinnacle Holdco Parent, Inc.), a corporation existing under the laws of Delaware (hereinafter referred to as the “Company”) and the individual whose name is set forth on the Omnibus Signature Page to this Grant Agreement, who is an employee of the Company or a Subsidiary or Affiliate of the Company (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2013 Stock Incentive Plan for Key Employees of PRA Global Holdings, Inc. and its Subsidiaries (formerly known as the 2013 Stock Incentive Plan for Key Employees of Pinnacle Holdco Parent, Inc. and its Subsidiaries), as such Plan may be amended from time to time (the “Plan”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (TIME-BASED VESTING)Non-Qualified Stock Option Agreement • September 17th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of between PRA HOLDINGS, INC., a Delaware corporation (the “Company”), and (“Optionee”).
PURCHASE AND SALE AGREEMENT Dated as of March 22, 2016 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, PRA HOLDINGS, INC., as Servicer, and PRA RECEIVABLES LLC, as BuyerPurchase and Sale Agreement • March 25th, 2016 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 22, 2016 is entered into among PHARMACEUTICAL RESEARCH ASSOCIATES, INC., a Virginia corporation, RESEARCH PHARMACEUTICAL SERVICES, INC., a Delaware corporation, and the VARIOUS OTHER ENTITIES LISTED ON SCHEDULE I HERETO (collectively, the “Originators” and each, an “Originator”), PRA HOLDINGS, INC. , a Delaware corporation (“Holdings”), as initial Servicer (as defined below), and PRA RECEIVABLES LLC, a Delaware limited liability company (the “Buyer”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research
This amendment to the Employment Agreement, dated July 1, 2014 (the “Agreement”), is made as of September 22, 2014, between PRA Health Sciences, Inc. (f/k/a PRA Global Holdings, Inc.), a Delaware corporation (the “Parent”), PRA International, a Delaware corporation (the “Company”), and Colin Shannon (the “Executive” and together with the Parent and the Company, the “Parties”) (this “Amendment”).
Date] [Full Name] [Title] Dear [Name]:PRA Health Sciences, Inc. • June 25th, 2021 • Services-commercial physical & biological research
In connection with the Agreement and Plan of Merger, by and among PRA Health Sciences, Inc. (the “Company”), ICON public limited company (“ICON”), ICON US Holdings Inc., and Indigo Merger Sub, Inc., dated as of February 24, 2021 (the “Merger Agreement” and the closing date of the transactions contemplated by the Merger Agreement, the “Closing”), the Company and you agree that:
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN DAVID W. DOCKHORN AND PHARMACEUTICAL RESEARCH ASSOCIATES, INC.Non-Qualified Stock Option Agreement • September 17th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of March 1, 2009 (the “Effective Date”), between Pharmaceutical Research Associates, Inc., a Virginia corporation (“Company” or “Employer”), having its principal office in the State of North Carolina, which is a wholly-owned subsidiary of PRA international, a Delaware corporation, and David W. Dockhorn (“you” or “Employee”).
TERMINATION AGREEMENTTermination Agreement • November 18th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This TERMINATION AGREEMENT (this “Agreement”) is dated as of November 18, 2014, by and between PRA Health Sciences, Inc. (f/k/a Pinnacle Holdco Parent, Inc.), a Delaware corporation (the “Company”), and Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“KKR”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTForm of Non-Qualified Stock Option Agreement • September 17th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of between PRA HOLDINGS, INC., a Delaware corporation (the “Company”), and (“Optionee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 25th, 2018 • PRA Health Sciences, Inc. • Services-commercial physical & biological research
This Transition Services Agreement (this “Agreement”), is made effective as of May 1, 2018 (the “Effective Date”) by and between PRA Health Sciences, Inc., a Delaware corporation (the “Parent”), PRA International, LLC, a Delaware limited liability company (the “Company”) and Linda Baddour (“Executive”).
JOINDER AGREEMENTJoinder Agreement • September 11th, 2017 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
JOINDER AGREEMENT, dated as of September 6, 2017 (this “Agreement” or “Joinder Agreement”), by and among the New Term Loan Lenders (as defined below), the Borrower (as defined below), the Guarantors party hereto, and Wells Fargo Bank, National Association (“Wells Fargo”) as Administrative Agent and Collateral Agent.
AGREEMENT AND PLAN OF MERGER by and among PHARMACEUTICAL RESEARCH ASSOCIATES, INC., SKYHOOK MERGER SUB, INC., SYMPHONY HEALTH SOLUTIONS CORPORATION, and STG III, L.P., SOLELY IN THE CAPACITY AS SELLERS REPRESENTATIVE Dated as of August 3, 2017Agreement and Plan of Merger • August 7th, 2017 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 3, 2017, is by and among Symphony Health Solutions Corporation, a Delaware corporation (the “Company”), Pharmaceutical Research Associates, Inc., a Virginia corporation (“Parent”), Skyhook Merger Sub, Inc., a newly formed Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and STG III, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders and holders of the Company Stock Options pursuant to the provisions of this Agreement (the “Sellers Representative”). The Stockholders and holders of the Company Stock Options are collectively referred to from time to time herein as the “Sellers,” and each, individually, as a “Seller.” Each of the Company, Parent, Merger Sub and Sellers Representative are collectively referred to from time to time herein as the “Parties,” and each, individually, as a “Party.” Certain capitalized terms used herein have the r
THIRD JOINDER AGREEMENTThird Joinder Agreement • September 4th, 2019 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIRD JOINDER AGREEMENT, dated as of September 3, 2019 (this “Joinder Agreement”), by and among the Third Incremental Term Loan Lender (as defined below), the Borrower (as defined below), the Guarantors party hereto, and Wells Fargo Bank, National Association (“Wells Fargo”) as Administrative Agent.
GUARANTEEGuarantee • October 30th, 2019 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIS GUARANTEE dated as of October 28, 2019, by each of the signatories listed on the signature pages hereto (other than the Collateral Agent) and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent (as defined in the Credit Agreement) for the benefit of the Secured Parties.
