Closing Date Uses in Definitions Clause

Definitions from Purchase Agreement

This PURCHASE AGREEMENT, dated as of July 1, 2017, is made by and between NEWSTAR FINANCIAL, INC., a Delaware Corporation (Buyer), and FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (Seller).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Expert has the meaning set forth in Section 2.2(b). Advisers Act means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person, provided that the Company Funds shall be deemed not to be Affiliates of the Company or the Seller. Agreement means this Agreement, including the Disclosure Schedule and any Exhibits hereto, as such may be amended or restated from time to time. Allocation Statement has the meaning set forth in Section 2.5. Ancillary Agreements means all agreements, documents, instruments and certificates (other than this Agreement) executed and delivered in connection with the Transactions. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2(a). Business means the business, activities and operations of the Company, including the management of the Company Funds, as currently conducted. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Buyer has the meaning set forth in the Preamble. Buyer Indemnitees has the meaning set forth in Section 7.2(a). Cap means an amount equal $1,600,000. Client means any Person to which the Company provides collateral management, investment management or investment advisory services, including any sub-advisory services or similar services, including each Company Fund. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Closing Loan Tapes has the meaning set forth in Section 6.15. Code means the Internal Revenue Code of 1986, as amended. Collateral Management Agreement means, as applicable, each of (i) that certain Collateral Management Agreement, dated as of February 19, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC as amended by that certain amendment, dated as of June 29, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC and as assigned to the Company by Fifth Street Management LLC pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of September 28, 2015, entered into among Fifth Street Management LLC, the Company and Fifth Street Senior Loan Fund I, LLC and (ii) that certain Collateral Management Agreement, dated as of September 29, 2015, entered into between Fifth Street SLF II, Ltd. and the Company, in each case, as amended or supplemented from time to time. Company has the meaning set forth in the Recitals. Company Contract means any Contract to which the Company is a party or otherwise bound, including the Collateral Management Agreements. Company Fund means each of Fifth Street Senior Loan Fund I, LLC and Fifth Street SLF II, Ltd. Company Owned Securities has the meaning set forth in Section 4.14(c). Confidentiality Agreement means the confidentiality agreement, dated as of March 16, 2017, by and between Buyer and the Company, as the same may be amended from time to time. Confidentiality Representative has the meaning set forth in Section 6.2. Consent means, as the context requires, any consent, approval, notice, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority. Contract means any written agreement, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, and any amendments and supplements thereto. Control or Controlled means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. Credit Agreement means the Credit Agreement, dated as of September 28, 2015, by and among the Company and the Credit Parties. Credit Parties means Bleachers Finance 1 Limited and the other lenders from time to time party to the Credit Agreement, and Natixis, New York Branch, as agent, under the Credit Agreement. Designated Manager shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of Fifth Street Senior Loan Fund I, LLC, dated as of February 19, 2015. Disclosure Schedule means the disclosure schedule of even date herewith delivered by Seller to Buyer in connection with the execution and delivery of this Agreement. Dispute Notice has the meaning set forth in Section 2.2(a). Disqualific

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of July 6, 2017, for the purchase and sale of all of the outstanding shares of Pacific Foods of Oregon, Inc., an Oregon corporation (the Company), is entered into by and among the Company, the shareholders of the Company set forth on Schedule 2.01 (each a Shareholder and collectively, the Shareholders), PFO Shareholders Corp., an Oregon corporation and Affiliate of the Company (the Seller), Campbell Investment Company, a Delaware corporation (Buyer), and Charles W. Eggert, an individual in his capacity as the Shareholder Representative.

Definitions. The following terms have the meanings specified or referred to in this Article I: Advancements has the meaning set forth in Section 9.03(a)(ii). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Affiliated Leases has the meaning set forth in Section 4.09(f). Affiliated Subleases has the meaning set forth in Section 4.09(f). Agreement has the meaning set forth in the preamble. Arbitrator has the meaning set forth in Section 2.05(c). Audited Financial Statements has the meaning set forth in Section 4.05(a). Balance Sheet has the meaning set forth in Section 4.05(a). Balance Sheet Date has the meaning set forth in Section 4.05(a). Benefit Plan has the meaning set forth in Section 4.19(a). Business means the marketing, sale, distribution, or production in or for import into the United States or Canada of wet soup, wet broth, non-dairy beverages, wet gravies, or any other products of the kind sold by the Company in the United States or Canada, including products that are listed on the Companys product development list maintained by its marketing department, as of the date of this Agreement. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, NY are authorized or required by Law to be closed for business. Buyer has the meaning set forth in the preamble. Cash means cash and cash equivalents on hand or in the bank accounts of the Company (reduced by outstanding checks and drafts and cash overdrafts, and increased by deposits in transit) (calculated in accordance with GAAP). CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. SSSS 9601 et seq. CIM means the Companys Confidential Information Memorandum received by Buyer. Closing has the meaning set forth in Section 2.04. Closing Cash means the aggregate amount of Cash of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Date has the meaning set forth in Section 2.04. Closing Indebtedness means the aggregate amount of all Indebtedness of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Payment has the meaning set forth in Section 2.02. Closing Working Capital means (a) the current amounts applicable to those line items shown on the Balance Sheet (excluding Cash) constituting current assets of the Company, less (b) the current amounts applicable to those line items shown on the Balance Sheet constituting current liabilities of the Company (expressly excluding Indebtedness), in each case as of the close of business on the Closing Date. Closing Working Capital shall exclude (i) deferred Tax items; (ii) any liabilities for accruals or reserves established under GAAP that require the accrual for contingent or uncertain tax positions; and (iii) Indebtedness. For the avoidance of doubt, Closing Working Capital shall be calculated in accordance with the illustration set forth on Schedule 1.01(b). Code means the Internal Revenue Code of 1986, as amended. Common Stock has the meaning set forth in Section 4.02(a). Company has the meaning set forth in the recitals. Company Intellectual Property has the meaning set forth in Section 4.10(b). Competing Business means any business or Person engaged in any part of the Business other than Buyer and its Subsidiaries; provided, however, for the avoidance of any doubt, Competing Business does not include and specifically excludes (a) any business primarily involved in the formulation, manufacture, sale, or development of (i) food ingredients or additives other than bullion; and (ii) dairy, beef, swine and poultry food products sold by any Affiliates of Company as of the date of this Agreement, and (b) Emilys Table for products supplied to food bank programs and woman, infant and children (WIC) nutritional programs, not conducted for any primary commercial or profit making purpose. Confidentiality Agreement means the Confidentiality Agreement, dated as of May 16, 2017, and supplemented May 30, 2017, between Campbell Soup Company and the Company. Data Laws means laws, regulations, guidelines, and rules in any jurisdiction (federal, state, local, and non-U.S.) applicable to data privacy, data security, and/or personal information. Data Room means the electronic documentation site established by Merrill Communications, LLC on behalf of the Company, Seller and the Shareholders, to which Buyer and its

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement), dated as of January 10, 2017, is entered into by and among WNS North America Inc., a Delaware corporation (Buyer), Alpar Kamber (Kamber), Donald Dougherty (Dougherty), and John R. Evans (Evans, and together with Kamber and Dougherty, the Sellers), and Priyadarshan Deshmukh (Deshmukh), Peter E. Nero (Nero), and Alan C. Veeck (Veeck, and collectively with Deshmukh and Nero, the Optionholders) and Kamber, separately in his capacity as representative of the Company Holders (Sellers Representative).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Acquisition Proposal means (a) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination that if consummated would result in any Person other than the Company Holders owning the Shares or any other equity securities of the Company; (b) any proposal or offer to acquire in any manner, directly or indirectly, any right in any portion of the assets of the Company, other than proposals or offers to acquire solely inventory in the ordinary course of business consistent with past practice; or (c) any proposal or offer to acquire in any manner, directly or indirectly, any right in any equity interests of the Company, including but not limited to the Shares. Additional Closing Payment means $8,000,000 x (the aggregate Ownership Percentage of Dougherty and Evans). Adjusted Closing Price means the Closing Price plus the aggregate exercise price of the Options (not including any Options which are terminated for no consideration hereunder). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or is an Immediate Family Member of a Person or an Affiliate thereof. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Neither the Company nor Buyer shall be deemed an Affiliate of any Company Holder after Closing. Board means the board of directors of the Company. Bonus Payments means any amounts owed or payable by the Company as on the Closing Date or at any time thereafter (but not paid on or before the Closing Date) to any officer, director, manager, employee, consultant or independent contractor of the Company (as well as any similar positions with the Company regardless of the title) under, pursuant to, or as a result of any Employee Benefit Plan, Contract, agreement, bonus obligation, payment obligation or other arrangement with or pertaining to such persons, any severance arrangements, any retention programs and the like, in each case, with the amount owed or payable solely arising or resulting from or triggered or caused by the transactions contemplated herein. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York are authorized or required by Law to be closed for business. Cause Event means that a Management Holder has (a) committed fraud relating to the Company or its Affiliates, (b) embezzled funds of the Company or its Affiliates, or (c) been indicted by a Governmental Authority for a violation of any insider trading laws. China Personnel means the employees of Fonssino who are to be transferred to a branch office of Buyer or its Affiliate organized under the laws of Hong Kong or the Peoples Republic of China, in connection with the transactions contemplated under this Agreement. Claim means any claim, action, litigation, inquiry, proceeding (arbitral, administrative, legal or otherwise), suit, stipulation, investigation, charge, complaint, demand or similar matter. Closing Direction Letter means a certificate, signed by the Sellers Representative and delivered to Buyer, setting forth each Person entitled to a payment pursuant to Section 2.04(a)(i), the amount due to such Person, and the applicable wire instructions for the payment of all amounts due and payable, including all amounts and instructions set forth on the Payoff Letters with respect to the payment or release of Indebtedness as of Closing. Closing Price means (a) $32,000,000, minus (b) the Indebtedness, minus (c) the Sellers Representative Holdback Amount, minus (d) $197,000, which is equal to the consideration payable under the India APA. Closing Working Capital means the current assets minus the current liabilities of the Company in the categories shown on Exhibit A, as determined as of 12:01 a.m. local time on the Closing Date, and otherwise calculated using the inputs and methodology shown on Exhibit A hereto. Exhibit A sets forth an example of the calculation of the Closing Working Capital as of December 31, 2016 and certain accounting methods, policies, principles, practices and procedures, as were used in the preparation of such example calculation. Notwithstanding the foregoing, the Closing Working Capital shall include negative adjustments for (1) any additional Taxes payable by the Company in connection with the conversion of the Company from an S corporation (within the meaning of Code Sections 1361 and 1362) to a C corporation (within the meaning of Code Sections 1361 and 1362), (2) gratuity and other statutory payments payable in India in connection with the transfer of the India P

DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is entered into as of June 27, 2017, by and among MSA Worldwide, LLC, a Pennsylvania limited liability company (Buyer), Globe Holding Company, LLC, a New Hampshire limited liability company (Target), the members of Target listed on Exhibit A (collectively, Sellers and, each individually, a Seller), Donald D. Welch, II, as Sellers Representative (as defined herein) for the purposes described herein, and each of George E. Freese, III, Robert A. Freese, and Donald D. Welch, II (collectively, Principals) for the purposes described herein. Buyer, Sellers, Sellers Representative, Principals and Target are referred to collectively herein as the Parties and individually as a Party.

DEFINITIONS. In this Agreement, the following terms have the meanings specified or referred to in this Section 1 and, except as otherwise expressly provided in this Agreement or unless the context otherwise clearly and unambiguously requires, shall be equally applicable to both the singular and plural forms. Amounts stated in dollars refer to U.S. dollars. Action has the meaning set forth in Section 4(r). Adjustment Escrow means Five Hundred Thousand Dollars ($500,000), to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement pending final calculation of the Post-Closing Adjustment Amount and disbursed in accordance with the provisions of Section 2(f)(vi). Affiliate means, with respect to any particular Person, any other Person who, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person, or any Person who is an immediate family member of any such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, to either (i) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Agreement has the meaning set forth in the first paragraph of this agreement. AGUB has the meaning set forth in Section 6(b)(x)(B). Allocation has the meaning set forth in Section 6(b)(x)(B). Allocation Notice of Objection has the meaning set forth in Section 6(b)(x)(B). Allocation Review Period has the meaning set forth in Section 6(b)(x)(B). Alternative Transaction has the meaning set forth in Section 5(p)(ii). Annual Financial Statements has the meaning set forth in Section 4(h)(i). Arbitrating Accountant has the meaning set forth in Section 2(f)(v). Base Purchase Price means an amount equal to Two Hundred Fifteen Million Dollars ($215,000,000), subject to adjustment in accordance with Section 2(f)(ii). Business means the business of designing, manufacturing, distributing, cleaning, repairing and servicing turnout gear, boots and related clothing, apparel and equipment for the fire protection and first responder industries. Buyer has the meaning set forth in the first paragraph of this Agreement and includes any party to which Buyer has assigned this Agreement pursuant to Section 10(d). Buyer Indemnitees has the meaning set forth in Section 7(b). Capital Lease means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, is or would be required to be classified and accounted for as a capital lease on a balance sheet of such Person. Capital Lease Obligations means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease. Cash means, as of the applicable time for determination thereof, the sum of the actual value of all cash, cash equivalents and cash deposits (but excluding any amounts for uncashed checks). Closing has the meaning set forth in Section 2(c). Closing Date has the meaning set forth in Section 2(c). Closing Date Adjustment has the meaning set forth in Section 2(f)(ii). Closing Date Cash means the Cash of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Indebtedness means the Indebtedness of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Working Capital (organization) values">Closing Date Working Capital means the aggregate Working Capital of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Transaction Expenses (organization) values">Closing Date Transaction Expenses means the Transaction Expenses of Target and the Subsidiaries as of 11:59 p.m. on the Closing Date. Closing Deliveries has the meaning set forth in Section 2(e). Closing Statement has the meaning set forth in Section 2(f)(iv). Code means the Internal Revenue Code of 1986, as amended. Company Employee has the meaning set forth in Section 4(s)(i). Company Plans has the meaning set forth in Section 4(s)(i). Confidential Information has the meaning set forth in Section 6(e)(ii). Consent means any approval, consent, authorization, ratification, waiver or order of, notice to or registration or filing with, or any other action by, any Governmental Entity or other Person. Contracts has the meaning set forth in Section 4(o). Current Assets means the current assets of Target and the Subsidiaries, on a consolidated basis, determined in each case in accordance with GAAP. Current Liabilities means the current liabilities of Target and the Subsidiaries, on a consolidated basis, determined in each case in accordance with GAAP. D&O Policy has the meaning set forth in Section 6(c). Data Room has the meaning set forth in Section 2(e)(i)(O). Disclosure Schedules has the meaning set forth in Section 3(a). Effective Time means 12:01 a.m. Easter

DEFINITIONS from Equity Purchase Agreement

This Equity Purchase Agreement (this Agreement), dated as of May 25, 2017, is entered into among ASURE SOFTWARE, INC., a Delaware corporation (Buyer), iSYSTEMS HOLDINGS, LLC, a Delaware limited liability company (the Seller), and iSYSTEMS INTERMEDIATE HOLDCO, INC., a Delaware corporation (the Company).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Action means any claim, action, demand, lawsuit, arbitration, audit, notice of violation, proceeding, litigation, citation, summons, or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. Adjusted Cap has the meaning set forth in Section 8.3(a). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agreed Accounting Principles means GAAP applied on a basis consistent with the methodologies, practices, classifications, judgments, estimation techniques, assumptions and principles used in the preparation of the Balance Sheet. For further clarification, if alternative methodologies exist for calculating asset and liability balances under GAAP, the methodology utilized by the Company in preparing Working Capital at the Closing pursuant to Section 2.4(a) will be employed. Agreement has the meaning set forth in the preamble. Balance Sheet has the meaning set forth in Section 3.6. Balance Sheet Date has the meaning set forth in Section 3.6. Basket has the meaning set forth in Section 8.3(b). Benefit Plan has the meaning set forth in Section 3.18(a). Bonus Amounts means any and all management sale bonuses, transaction bonuses, change of control, retention or similar compensatory payments due or payable to employees, directors or consultants of the Company or its Subsidiaries by the Company or its Subsidiaries, in each case, as a result of the transactions contemplated hereby (including the employer portion of any employment taxes related to such Bonus Amounts). Business means the business of the Company and each Company Subsidiary as currently operated, including providing software and services in the areas of payroll, tax management, human resources and benefits. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business. Buyer Financial Statements has the meaning set forth in Section 5.7(b). Buyer Indemnitees has the meaning set forth in Section 8.2. Buyer Material Adverse Effect means any event, occurrence, fact, condition or change that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, results of operations, financial condition or operating results of Buyer and its Subsidiaries, taken as a whole, or (b) the ability of Buyer to consummate the transactions contemplated hereby; provided, however, that a Buyer Material Adverse Effect shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which Buyer and its Subsidiaries operate; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement; (vi) any changes in applicable Laws or accounting rules. Buyer SEC Reports has the meaning set forth in Section 5.7(a). Cap has the meaning set forth in Section 8.3(c). Cash Consideration has the meaning set forth in Section 2.1(b). Cash on Hand means, as of the Effective Time (but before taking into account the consummation of the transactions contemplated hereby), all cash, all cash equivalents, all restricted cash (including all cash posted to support letters of credit, performance bonds or other similar obligations), marketable securities and deposits with third parties (including landlords) of the Company and any of its Subsidiaries, in each case determined in accordance with the Agreed Accounting Principles and in excess of the Minimum Cash. For the avoidance of doubt, Cash on Hand will be calculated net of issued but uncleared checks and drafts (in each case to the extent the liability related thereto is not being included in the calculation of Working Capital) and will include checks, other wire transfers and drafts deposited or available for deposit for the account of the Company or any of its Subsidiaries (in each case, to the extent the asset related thereto has not been included in the calculation of Working Capital). Cash Proceeds means (i) the Estimated Cash Consideration, plus (ii) the amount of all principal and interest actually paid to Seller under and pursuant the Promissory Note, plus (iii) the net proceeds

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement), dated as of May 25, 2017, is entered into among ASURE SOFTWARE, INC., a Delaware corporation (Buyer), COMPASS HRM, INC. (the Company), JOHN F. GIBBONS, a Florida resident, JONATHAN S. GIBBONS, a Florida resident, and JOSHUA GIBBONS, a Florida resident (each a Seller and together, the Sellers), and JONATHAN S. GIBBONS, a Florida resident, solely in his capacity as Seller Representative (the Seller Representative).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Acquisition Proposal has the meaning set forth in Section 6.3(a). Action means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings. Agreement has the meaning set forth in the preamble. Balance Sheet has the meaning set forth in Section 3.6. Balance Sheet Date has the meaning set forth in Section 3.6. Behavioral Information means data collected from an IP address, web beacon, pixel gig, ad tag, cookie, local storage, software, or by any other means, or from a particular computer, Web browser, mobile telephone, or other device or application, where such data is or may be used to identify or contact an individual or device or application, to predict or infer the preferences, interests, or other characteristics of the device or of a user of such device or application, or to target advertisements or other content to a device or application, or to a user of such device or application. Benefit Plan has the meaning set forth in Section 3.18(a). Bonus Amounts means any and all bonus amounts and other amounts payable to employees as a result of the transactions contemplated hereby (including payments in respect of any phantom equity interests) that have been or should have been accrued for or are payable to the officers, directors, employees and consultants of the Company as of the Closing Date (including the employer portion of any employment taxes related to such Bonus Amounts). Business means the business of the Company as currently and historically operated, including providing software and services in the areas of payroll, tax management, human resources and benefits. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business. Buyer Indemnitees has the meaning set forth in Section 8.2. Cash Consideration has the meaning set forth in Section 2.1(b). CC Revenue means all Revenues during a Measurement Period. Charter Documents means, with respect to any Person, as applicable, its certificate of incorporation, by-laws or other organizational documents. Closing has the meaning set forth in Section 2.2. Closing Date has the meaning set forth in Section 2.2. Closing Statement has the meaning set forth in Section 2.4(b)(i). Code means the Internal Revenue Code of 1986, as amended. Company has the meaning set forth in the preamble. Company Closing Certificate means the certificate delivered by the Company in connection with Closing, certifying the amount of the Indebtedness, Taxes Payable, Bonus Amounts, Selling Expenses and other amounts payable by the Company in connection with the Closing pursuant to Section 2.5. Company Closing Working Capital Certificate has the meaning set forth in Section 2.4(a). Company Disclosure Schedule has the meaning in the preamble to Article III. Company Estimated Closing Working Capital has the meaning set forth in Section 2.4(a). Company Final Working Capital means the actual amount of the Companys Working Capital on a consolidated basis as of the Effective Time. Company Intellectual Property means all Intellectual Property that is owned by the Company. Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound. Company IP Registrations means all Company Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing. Company Target Working Capital means $375,000.00. Consulting Agreements has the meaning set forth in Section 2.2(a)(ix) of this Agreement. Continuing Employees has the meaning set forth in Section 6.5(a) of this Agreement. Contracts means all contracts, leases, deeds, mortgages, licenses, instruments, note

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Double Eagle Investor Holdings, L.P. and Advent International GPE VIII-C Limited Partnership (together, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Advent International Corporation that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, prefe

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Double Eagle Investor Holdings, L.P. and Advent International GPE VIII-C Limited Partnership (together, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Advent International Corporation that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, prefe

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., Great-West Investors, L.P., Putnam Investments Employees Securities Company III, LLC, THL Operating Partners, L.P., THL Fund VII Bridge Corp., THL Parallel Fund VII Bridge Corp., THL Cayman Fund VII Bridge Corp., THL Executive Fund VII Bridge Corp. and THL Equity Fund VII Investors (inVentiv), L.P. (collectively, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Thomas H. Lee Partners, L.P. that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, preferred

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., Great-West Investors, L.P., Putnam Investments Employees Securities Company III, LLC, THL Operating Partners, L.P., THL Fund VII Bridge Corp., THL Parallel Fund VII Bridge Corp., THL Cayman Fund VII Bridge Corp., THL Executive Fund VII Bridge Corp. and THL Equity Fund VII Investors (inVentiv), L.P. (collectively, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Thomas H. Lee Partners, L.P. that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, preferred