WCG Clinical, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 27th, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • New York
WCG Clinical, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of the Company’s common stock, par value $0.01 per share (“Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 27th, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between WCG Clinical, 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.
PROJECT DA VINCI SECOND LIEN CREDIT AGREEMENT dated as of January 8, 2020 by and among DA VINCI PURCHASER CORP., as Borrower DA VINCI PURCHASER INTERMEDIATE CORP., as Holdings WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and...Credit Agreement • July 1st, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • Delaware
This SECOND LIEN CREDIT AGREEMENT is entered into as of January 8, 2020, by and among Da Vinci Purchaser Corp., a Delaware corporation (the “Borrower”), Da Vinci Purchaser Intermediate Corp., a Delaware corporation (“Holdings”), Wilmington Trust, National Association (“Wilmington”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, each financial institution listed on the signature pages hereto as an agent and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein are defined as set forth in Section 1.01 below.
PROJECT DA VINCI FIRST LIEN CREDIT AGREEMENT dated as of January 8, 2020, by and among DA VINCI PURCHASER CORP., as Borrower DA VINCI PURCHASER INTERMEDIATE CORP., as Holdings BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent and THE...First Lien Credit Agreement • July 1st, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of January 8, 2020, by and among Da Vinci Purchaser Corp., a Delaware corporation (the “Borrower”), Da Vinci Purchaser Intermediate Corp., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, each Issuing Bank from time to time party hereto, each financial institution listed on the signature pages hereto as an agent, BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC., GOLDMAN SACHS BANK USA, BMO CAPITAL MARKETS CORP., GOLUB CAPITAL LLC AND HSBC SECURITIES (USA) Inc. as joint lead arrangers and joint bookrunners (collectively, the “Lead Arrangers”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein are defined as set
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • New Jersey
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of July 23, 2021 (this “Agreement”), by and between WCG Clinical, Inc., a Delaware corporation (the “Company”), and Laurie Jackson, an individual (“Employee”).
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 27th, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • New York
This THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of July 20, 2021 (this “Third Amendment”), is entered into among WCG Purchaser Corp. (f/k/a Da Vinci Purchaser Corp.), a Delaware corporation (the “Borrower”), WCG Purchaser Intermediate Corp. (f/k/a/ Da Vinci Purchaser Intermediate Corp.), a Delaware corporation (“Holdings”), the Co-Borrowers party hereto, the other Guarantors party hereto, Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Credit Agreement referred to below, and the 2021 Incremental Term Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 1st, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • New York
This FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of November 2, 2020 (this “First Amendment”), is entered into among WCG Purchaser Corp. (f/k/a Da Vinci Purchaser Corp.), a Delaware corporation (the “Borrower”), WCG Purchaser Intermediate Corp. (f/k/a/ Da Vinci Purchaser Intermediate Corp.), a Delaware corporation (“Holdings”), the Co-Borrowers party hereto, the other Guarantors party hereto, Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Credit Agreement referred to below, and the 2020 Incremental Term Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 27th, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • New York
This SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of July 13, 2021 (this “Second Amendment”), is entered into among WCG Purchaser Corp. (f/k/a Da Vinci Purchaser Corp.), a Delaware corporation (the “Borrower”), WCG Purchaser Intermediate Corp. (f/k/a/ Da Vinci Purchaser Intermediate Corp.), a Delaware corporation (“Holdings”), the Co-Borrowers party hereto, the other Guarantors party hereto, Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Credit Agreement referred to below, the 2021 Incremental Revolving Lenders (as defined below) and the 2021 Refinancing Revolving Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit
Da Vinci Purchaser Holdings LPWCG Clinical, Inc. • July 1st, 2021 • Services-commercial physical & biological research
We refer to (i) the Amended and Restated Limited Partnership Agreement of Da Vinci Purchaser Holdings LP, a Delaware limited partnership (the “Company”), dated as of January 8, 2020, among Da Vinci Purchaser GP LLC, a Delaware limited liability company, as general partner of the Company and the additional Persons party to that agreement and admitted from time to time as limited partners of the Company (the “LP Agreement”) and (ii) the Da Vinci Purchaser Holdings LP 2020 Class B Unit Incentive Equity Plan (the “Plan”). Capitalized terms used in this award agreement (this “Agreement”) and not otherwise defined have the meanings ascribed thereto in the Plan or the LP Agreement, as applicable.
AMENDED AND RESTATED REGISTRATION RIGHTS AND COORDINATION AGREEMENT BY AND AMONG WCG CLINICAL, INC., GREEN EQUITY INVESTORS VII, L.P., GREEN EQUITY INVESTORS SIDE VII, L.P., LGP ASSOCIATES VII-A LLC, LGP ASSOCIATES VII-B LLC, ARSENAL CAPITAL PARTNERS...Registration Rights and Coordination Agreement • July 27th, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND COORDINATION AGREEMENT (this “Agreement”), is dated as of , 2021, by and among WCG Clinical, Inc., a Delaware corporation (formerly known as WCG Purchaser Holdings Corp., the “Company”), Green Equity Investors VII, L.P., a Delaware limited partnership (“GEI VII”), Green Equity Investors Side VII, L.P., a Delaware limited partnership (“GEI VII Side”), LGP Associates VII-A LLC, a Delaware limited liability company (“LGP Coinvest VII-A”), LGP Associates VII-B LLC, a Delaware limited liability company (“LGP Coinvest VII-B” and, together with GEI VII, GEI VII Side and LGP Coinvest VII-A, “LGP”), Arsenal Capital Partners IV LP, a Delaware limited partnership (“Arsenal Primary IV”), Arsenal Capital Partners IV-B LP, a Delaware limited partnership (“Arsenal Primary IV-B” together with Arsenal Primary IV, “Arsenal IV”), Arsenal Capital Partners V LP, a Delaware limited partnership (“Arsenal Primary V”), and Arsenal Capital Partners V-B LP, a Del
VOTING AGREEMENTVoting Agreement • July 27th, 2021 • WCG Clinical, Inc. • Services-commercial physical & biological research • Delaware
THIS VOTING AGREEMENT, effective as of the Effective Time and dated as of the day that the Effective Time occurs, is entered into by and among (i) WCG Clinical, Inc., a Delaware corporation (the “Company”), (ii) Green Equity Investors VII, L.P., a Delaware limited partnership, Green Equity Investors Side VII, L.P., a Delaware limited partnership, LGP Associates VII-A LLC, a Delaware limited liability company, LGP Associates VII-B LLC, a Delaware limited liability company (collectively, the “LGP Stockholders”), (iii) Arsenal Capital Partners IV LP, a Delaware limited partnership, Arsenal Capital Partners IV-B LP, a Delaware limited partnership, Arsenal Capital Partners V LP, a Delaware limited partnership, Arsenal Capital Partners V-B LP, a Delaware limited partnership, ACP WCG Co-Invest 1-2020 LLC, a Delaware limited liability company, ACP WCG Co-Invest 2-2020 LP, a Delaware limited partnership, ACP WCG Co-Invest 3-2020 LP, a Delaware limited partnership, and ACP WCG Co-Invest 4-2020 L
