Avantor, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • November 10th, 2020 • Avantor, Inc. • Laboratory analytical instruments • New York
The Stockholders of Avantor, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 71,569,765 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 7,156,975 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are being collectively called the “Shares”.
Avantor, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • September 16th, 2021 • Avantor, Inc. • Laboratory analytical instruments • New York
Avantor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., BofA Securities, Inc. and the other Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,833,334 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,976,190 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are being collectively called the “Shares”.
INDENTURE Dated as of October 2, 2017 Between AVANTOR, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 9.000% SENIOR NOTES DUE 2025Supplemental Indenture • April 5th, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
INDENTURE, dated as of October 2, 2017, between Avantor, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”).
EXECUTION VERSION 1 122350498\V-3 AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as...Receivables Purchase Agreement • October 28th, 2022 • Avantor, Inc. • Laboratory analytical instruments • New York
CREDIT AGREEMENT Dated as of November 21, 2017 among VAIL HOLDCO SUB LLC, as Holdings, AVANTOR, INC., as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Swing Line...Credit Agreement • April 10th, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
This CREDIT AGREEMENT is entered into as of November 21, 2017, among VAIL HOLDCO SUB LLC, a Delaware limited liability company (“Holdings”), AVANTOR, INC., a Delaware corporation (the “Borrower”), the other Guarantors party hereto from time to time, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • November 6th, 2020 • Avantor, Inc. • Laboratory analytical instruments • New York
This CREDIT AGREEMENT is entered into as of November 21, 2017, as amended by Amendment No. 1, dated as of November 27, 2018, as further amended by Amendment No. 2, dated as of June 18, 2019, as further amended by Amendment No. 3, dated as of January 24, 2020, as further amended by Amendment No. 4, dated as of July 14, 2020 and as further amended by Amendment No. 4,5 dated as of July 14,November 6, 2020, among VAIL HOLDCO SUB LLC, a Delaware limited liability company (“Holdings”), AVANTOR FUNDING, INC., a Delaware corporation (the “Borrower”), the other Guarantors party hereto from time to time, GOLDMAN SACHS BANK USA, as Administrative Agent, and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC, as Swing Line Lender and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
INDENTURE Dated as of October 26, 2021 Between AVANTOR FUNDING, INC., as Issuer, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 3.875% SENIOR NOTES DUE 2029Indenture • October 26th, 2021 • Avantor, Inc. • Laboratory analytical instruments • New York
INDENTURE, dated as of October 26, 2021, between Avantor Funding, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • June 14th, 2021 • Avantor, Inc. • Laboratory analytical instruments • New York
This CREDIT AGREEMENT is entered into as of November 21, 2017, as amended by Amendment No. 1, dated as of November 27, 2018, as further amended by Amendment No. 2, dated as of June 18, 2019, as further amended by Amendment No. 3, dated as of January 24, 2020, as further amended by Amendment No. 4, dated as of July 14, 2020 and2020, as further amended by Amendment No. 55, dated as of November 6, 2020,2020 and as further amended by Amendment No. 6, dated as of June 10, 2021, among VAIL HOLDCO SUB LLC, a Delaware limited liability company (“Holdings”), AVANTOR FUNDING, INC., a Delaware corporation (the “Borrower”), the other Guarantors party hereto from time to time, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC, as Swing Line Lender and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of April , 2019 between Avantor, Inc., a Delaware corporation (the “Company”), and [director/officer] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER dated as of May 4, 2017, by and among AVANTOR, INC., VAIL ACQUISITION CORP and VWR CORPORATIONAgreement and Plan of Merger • April 5th, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 4, 2017 (this “Agreement”), is made by and among Avantor, Inc., a Delaware corporation (“Parent”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and VWR Corporation, a Delaware corporation (the “Company”).
INDENTURE Dated as of July 17, 2020 Between AVANTOR FUNDING, INC., as Issuer, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 4.625% SENIOR NOTES DUE 2028 3.875% SENIOR NOTES DUE 2028Indenture • July 17th, 2020 • Avantor, Inc. • Laboratory analytical instruments • New York
INDENTURE, dated as of July 17, 2020, between Avantor Funding, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
VWR MANAGEMENT SERVICES, LLC Radnor Corporate Center Building One, Suite 200Letter Agreement • July 30th, 2021 • Avantor, Inc. • Laboratory analytical instruments • Pennsylvania
The following are the amended and restated terms of your employment with VWR Management Services, LLC, effective as of the date hereof, under which you will provide services to Avantor, Inc. and its various affiliates. As used herein, “Avantor” shall collectively refer to VWR Management Services, LLC, Avantor, Inc. and all of their various affiliates.
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • July 9th, 2021 • Avantor, Inc. • Laboratory analytical instruments • New York
This CREDIT AGREEMENT is entered into as of November 21, 2017, as amended by Amendment No. 1, dated as of November 27, 2018, as further amended by Amendment No. 2, dated as of June 18, 2019, as further amended by Amendment No. 3, dated as of January 24, 2020, as further amended by Amendment No. 4, dated as of July 14, 2020, as further amended by Amendment No. 5, dated as of November 6, 2020 and2020, as further amended by Amendment No. 6, dated as of June 10, 2021, and as further amended by Amendment No. 7, dated as of July 7, 2021, among VAIL HOLDCO SUB LLC, a Delaware limited liability company (“Holdings”), AVANTOR FUNDING, INC., a Delaware corporation (the “Borrower”), the other Guarantors party hereto from time to time, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC, as Swing Line Lender and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
SECURITY AGREEMENT dated as of November 21, 2017 among THE GRANTORS IDENTIFIED HEREIN and GOLDMAN SACHS BANK USA as Collateral AgentSecurity Agreement • April 10th, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
This SECURITY AGREEMENT, dated as of November 21, 2017 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, this “Agreement”), is entered into by and among the Grantors (as defined below) and Goldman Sachs Bank USA, as Collateral Agent for the Secured Parties (in such capacities and together with its successors and permitted assigns in such capacities, the “Collateral Agent”).
INDENTURE Dated as of October 2, 2017 Between AVANTOR, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Notes Collateral Agent 6.000% SENIOR SECURED NOTES DUE 2024 4.750% SENIOR SECURED NOTES DUE 2024Supplemental Indenture • April 5th, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
INDENTURE, dated as of October 2, 2017, between Avantor, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Notes Collateral Agent”).
VAIL HOLDCO CORP Radnor Corporate Center Building One, Suite 200Holdco Corp • April 5th, 2019 • Avantor, Inc. • Laboratory analytical instruments • Pennsylvania
The following are the terms of your employment with Vail Holdco Corp (the “Company”) effective as of the Merger Closing (as defined in that Agreement and Plan of Merger, dated as of May 4, 2017, by and among Avantor, Inc., Vail Acquisition Corp and VWR Corporation (the “Merger Agreement”)), under which you will provide services to the Company and its various affiliates, as applicable. This Letter Agreement will supersede and replace any prior employment agreements you may have with the Company or any of its affiliates (including without limitation, Avantor, Inc. and VWR Corporation and their respective affiliates), which, for the avoidance of doubt, shall not include any agreements governing previously granted special bonuses or equity awards in the Company or its affiliates. For the avoidance of doubt, in the event the Merger Agreement is terminated and the Merger Closing is not consummated, this Letter Agreement shall be void ab initio.
AVANTOR, INC. EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTEquity Incentive Plan • April 25th, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
THIS AGREEMENT (this “Agreement”), effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between Avantor, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
VWR MANAGEMENT SERVICES, LLC Radnor Corporate Center Building One, Suite 200Holdco Corp • April 28th, 2021 • Avantor, Inc. • Laboratory analytical instruments • Pennsylvania
The following are the amended and restated terms of your employment with VWR Management Services, LLC, effective as of the date hereof, under which you will provide services to Avantor, Inc. and its various affiliates. As used herein, “Avantor” shall collectively refer to VWR Management Services, LLC, Avantor, Inc. and all of their various affiliates.
PURCHASE AND SALE AGREEMENT dated as of March 27, 2020 betweenPurchase and Sale Agreement • March 30th, 2020 • Avantor, Inc. • Laboratory analytical instruments • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 27, 2020 is entered into between THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (each an “Originator”, and collectively, the “Originators”), and AVANTOR RECEIVABLES FUNDING, LLC, a Delaware limited liability company (the “Company”).
EXECUTION VERSION 1 US_ACTIVE\124698176\V-4 AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this...Receivables Purchase Agreement • October 27th, 2023 • Avantor, Inc. • Laboratory analytical instruments
VWR International GmbH Lerzenstrasse 16/18 — 8953 Dietikon http://ch.vwr.com Place / Date Dietikon, 29 June 2018Entire Agreement • April 25th, 2019 • Avantor, Inc. • Laboratory analytical instruments
The Parties have agreed to the following Contract of Employment (“Contract”) in order to determine their respective rights and obligations
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made effective as of the 1st day of March 2024 (the “Effective Date”) by and between VWR International, LLC, a Delaware limited liability company (with its various subsidiaries and...Consulting Agreement • April 26th, 2024 • Avantor, Inc. • Laboratory analytical instruments
EXECUTION VERSION 1 US_ACTIVE\123359629\V-2 AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this...Receivables Purchase Agreement • July 28th, 2023 • Avantor, Inc. • Laboratory analytical instruments
INVESTOR RIGHTS AGREEMENT by and between AVANTOR, INC. AND NEW MOUNTAIN PARTNERS III, L.P. Dated as of [ ], 2019Investor Rights Agreement • May 3rd, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
This INVESTOR RIGHTS AGREEMENT ( “Agreement”) is entered into as of [ ], 2019, by and between Avantor, Inc., a Delaware corporation (the “Company”) and New Mountain Partners III, L.P., a Delaware limited partnership (“New Mountain”).
VWR MANAGEMENT SERVICES, LLC Radnor Corporate Center Building One, Suite 200 100 Matsonford Road, Radnor, PA 19087 April 11, 2023 Randy Stone Via electronic mail RE: Employment Letter Agreement Dear Randy: The following are the terms of your...Agreement • April 26th, 2024 • Avantor, Inc. • Laboratory analytical instruments • Pennsylvania
2- Increase to the Replacement Revolving Commitments pursuant to Section 2.14 of the Credit Agreement in an aggregate principal amount of $460,000,000 (the “Additional Incremental Revolving Loan Commitments” and together with the Replacement Revolving...Credit Agreement • July 5th, 2023 • Avantor, Inc. • Laboratory analytical instruments • New York
Avantor Performance Materials India Limited 17th Floor, Building No.5, Tower C DLF Cyber City Phase-IIIPersonal Services, Confidentiality and Inventions Agreement • April 29th, 2020 • Avantor, Inc. • Laboratory analytical instruments
The following are the terms of your employment with Avantor Performance Materials India Limited (the "Company") effective as of the Merger Closing (as defined in that Agreement and Plan of Merger, dated as of May 4, 2017, by and among Avantor, Inc., Vail Acquisition Corp and VWR Corporation (the "Merger Agreement"), under which you will provide services to the Company and its various affiliates, as applicable. This Letter Agreement will supersede and replace any prior employment agreements you may have with the Company or any of its Affiliates, which, for the avoidance of doubt, shall not include any agreements governing previously granted special bonuses or equity awards in the Company or its affiliates. For the avoidance of doubt, in the event the Merger Agreement is terminated and the Merger Closing is not consummated, this Letter Agreement shall be void ab initio.
AMENDMENT NO. 9 TO CREDIT AGREEMENTCredit Agreement • July 29th, 2022 • Avantor, Inc. • Laboratory analytical instruments • New York
AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of April 7, 2022 (this “Amendment”), between AVANTOR FUNDING, INC., a Delaware corporation (the “Borrower”) and GOLDMAN SACHS BANK USA, as administrative agent and collateral agent (in such capacity and including any permitted successor or assign, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT OF VAIL HOLDCO CORPRegistration Rights Agreement • April 10th, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT OF VAIL HOLDCO CORP (this “Amendment”), dated as of March 15, 2018 (the “Effective Date”) is made by and among Vail Holdco Corp, a Delaware corporation (the “Company”), New Mountain Partners III Cayman (AIV-B), L.P., a Cayman Islands limited partnership (“AIV-B”), New Mountain Partners III (AIV-E2), L.P., a Delaware limited partnership (“AIV-E2”), New Mountain Partners III (AIV-E1), L.P., a Delaware limited partnership (“AIV-E1”), J.T. Baker Investments, Inc., a Delaware corporation (“JTB”, and together with AIV-B, AIV-E2 and AIV-E1, “New Mountain”), Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“BSPI” and together with New Mountain, the “Sponsors”), each of the Eligible Junior Convertible Stockholders party to the Registration Rights Agreement and each of the Warrant Stockholders party to the Registration Rights Agreement (together with the Sponsors and the Eligible Junior Convertible Stockholders, the
STOCKHOLDERS AGREEMENT of VAIL HOLDCO CORP dated as of November 21, 2017Stockholders Agreement • April 10th, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
This Stockholders Agreement (as may be amended from time to time, this “Agreement”) is dated as of November 21, 2017, and is between Vail Holdco Corp, a Delaware corporation (the “Company”), New Mountain Partners III Cayman (AIV-B), L.P., a Cayman Islands limited partnership (“AIV-B”), New Mountain Partners III (AIV-E2), L.P., a Delaware limited partnership (“AIV-E2”), New Mountain Partners III (AIV-E1), L.P., a Delaware limited partnership (“AIV-E1”), J.T. Baker Investments, Inc., a Delaware corporation (“JTB”, and together with AIV-B, AIV-E2 and AIV-E1, “New Mountain”), NuSil, LLC, a California limited liability company (“NuSil LLC”), NuSil 2.0 LLC, a Delaware limited liability company (“NuSil 2.0” and together with NuSil LLC, “NuSil”), Broad Street Principal Investments, L.L.C., a Delaware limited liability Company (“BSPI”), Galvaude Private Investments Inc., a corporation registered under the Canada Business Corporations Act (“PSP”) and each of the other stockholders of the Company
VWR International GmbH Lerzenstrasse 16/18 – 8953 Dietikon http://ch.vwr.comSeverance Agreement • April 25th, 2019 • Avantor, Inc. • Laboratory analytical instruments
INVESTOR RIGHTS AGREEMENT by and between AVANTOR, INC. AND NEW MOUNTAIN PARTNERS III, L.P. Dated as of May 21, 2019Investor Rights Agreement • May 21st, 2019 • Avantor, Inc. • Laboratory analytical instruments • Delaware
This INVESTOR RIGHTS AGREEMENT ( “Agreement”) is entered into as of May 21, 2019, by and between Avantor, Inc., a Delaware corporation (the “Company”) and New Mountain Partners III, L.P., a Delaware limited partnership (“New Mountain”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2019 • Avantor, Inc. • Laboratory analytical instruments • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of November 21, 2017, and is by and among Vail Holdco Corp, a Delaware corporation (the “Company”), New Mountain Partners III Cayman (AIV-B), L.P., a Cayman Islands limited partnership (“AIV-B”), New Mountain Partners III (AIV-E2), L.P., a Delaware limited partnership (“AIV-E2”), New Mountain Partners III (AIV-E1), L.P., a Delaware limited partnership (“AIV-E1”), J.T. Baker Investments, Inc., a Delaware corporation (“JTB”, and together with AIV-B, AIV-E2 and AIV-E1, “New Mountain”), Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“BSPI” and together with New Mountain, the “Sponsors”), each of the Eligible Junior Convertible Stockholders whose names appear on the signature pages hereto and each of the Warrant Stockholders whose names appear on the signature pages hereto (together with the Sponsors and the Eligible Junior Convertible Stockholders, the “Stockho
SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT THIS SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT (the “Agreement”) is effective 1 March, 2024 (the “Effective Date”), by and between AVANTOR, INC., a Delaware corporation with a principal place of...Board Consulting Agreement • April 26th, 2024 • Avantor, Inc. • Laboratory analytical instruments • Delaware
VWR MANAGEMENT SERVICES, LLCPersonal Services, Confidentiality and Inventions Agreement • July 29th, 2022 • Avantor, Inc. • Laboratory analytical instruments • Pennsylvania
The following are the terms of your employment with VWR Management Services, LLC, effective as of December 31, 2020, under which you will provide services to Avantor, Inc. and its various affiliates. As used herein, “Avantor” shall collectively refer to VWR Management Services, LLC, Avantor, Inc. and all of their various affiliates.
