EAGLE HOLDING COMPANY II, LLC as Issuer 7.75% / 8.50% Senior PIK Toggle Notes due 2022 INDENTURE Dated as of May 14, 2019 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteePPD, Inc. • January 16th, 2020 • Services-commercial physical & biological research • New York
INDENTURE, dated as of May 14, 2019, as amended or supplemented from time to time (this “Indenture”), between EAGLE HOLDING COMPANY II, LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • Delaware
This Indemnification Agreement is dated as of , 20 (this “Agreement”) and is between PPD, Inc. a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”).
EAGLE HOLDING COMPANY I WILMINGTON, NORTH CAROLINA 28401 May 2, 2018PPD, Inc. • January 16th, 2020 • Services-commercial physical & biological research
Reference is made to (i) the Stockholders Agreement, dated as of May 11, 2017 (the “Stockholders Agreement”), by and among Eagle Holding Company I, a Delaware corporation (together with any successor, the “Company”), Carlyle Partners VI Holdings II, L.P., a Delaware limited partnership, Carlyle Partners VI, L.P., a Delaware limited partnership, CP VI Coinvestment A, L.P., a Delaware limited partnership, CP VI Coinvestment B, L.P., a Delaware limited partnership, Hellman & Friedman Capital Partners VII, L.P., a Cayman Islands limited partnership, Hellman & Friedman Capital Partners VII (Parallel), L.P., a Cayman Islands limited partnership, HFCP VII (Parallel-A), L.P., a Delaware limited partnership, and H&F Executives VII, L.P., a Cayman Islands limited partnership, Hellman & Friedman Capital Partners VIII, L.P., a Cayman Islands limited partnership, Hellman & Friedman Capital Partners VIII (Parallel), L.P., a Cayman Islands limited partnership, HFCP VIII (Parallel-A), L.P., a Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • North Carolina
This Employment Agreement (this “Agreement”), dated as of April 10, 2012 (the “Effective Date”), is made by and between Pharmaceutical Product Development, LLC, a Delaware limited liability company (together with any successor thereto, the “Company”), and B. Judd Hartman (the “Executive” and, together with the Company, the “Parties”) and, solely with respect to Section 9(n), Jaguar Holding Company I, a Delaware corporation (“Parent”). Where the context requires, references herein to the “Company” include Pharmaceutical Product Development, Inc., a North Carolina corporation and predecessor to the Company.
EAGLE HOLDING COMPANY I STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
Unless otherwise defined herein, the terms defined in the Eagle Holding Company I 2017 Equity Incentive Plan, as the same has been or may be amended from time to time in accordance therewith (the “Plan”), shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”), Appendix A attached hereto, and Appendix B attached hereto (collectively, the “Agreement”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • North Carolina
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 11, 2017, is entered into by and among Jaguar Holding Company I, a Delaware corporation (the “Assignor”), Eagle Holding Company I, a Delaware corporation (the “Assignee”), Pharmaceutical Product Development, LLC, a Delaware limited liability company (“PPD”) and William Sharbaugh (the “Executive”). Capitalized or other terms used and not defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of April 26, 2017 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Assignee, Eagle Holding Company II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Assignee (“Holdings”), Eagle Reorganization Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings, Eagle Buyer, Inc., a Delaware corporation and the Assignor.
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • Delaware
This Amended and Restated Consulting Services Agreement (this “Agreement”), dated as of May 11, 2017, by and between PPD Development, L.P., a Delaware limited partnership (the “Company”), Hellman & Friedman LP, a Delaware limited partnership (“Consultant”), and, solely for purposes of Section 1(a), Jaguar Holding Company I, a Delaware corporation (“Jaguar I”).
FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG PPD, INC. AND THE STOCKHOLDERS AS DEFINED HEREINStockholders Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of , 2020, is by and among (i) PPD, Inc., a Delaware corporation (together with its successors and assigns, the “Company”); (ii) Carlyle Partners VI Holdings II, L.P., a Delaware limited partnership (“CP VI Holdings”), Carlyle Partners VI, L.P., a Delaware limited partnership (“Carlyle VI”), CP VI Coinvestment A, L.P., a Delaware limited partnership (“CP VI Coinvestment A”), CP VI Coinvestment B, L.P., a Delaware limited partnership (“CP VI Coinvestment B” and, together with Carlyle VI and CP VI Coinvestment A, the “Initial Carlyle Entities”); (iii) Hellman & Friedman Capital Partners VII, L.P., a Cayman Islands limited partnership (“HFCP VII”), Hellman & Friedman Capital Partners VII (Parallel), L.P., a Cayman Islands limited partnership (“HFCP VII Parallel”), HFCP VII (Parallel-A), L.P., a Delaware limited partnership (“HFCP VII Parallel-A”), H&F Executives VII, L.P., a Cayman Islands limited partnership (“HFCP VII Exe
HOLDINGS GUARANTY Dated as of August 18, 2015 between JAGUAR HOLDING COMPANY I, as Guarantor and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative AgentHoldings Guaranty • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • New York
HOLDINGS GUARANTY dated as of August 18, 2015 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”) between JAGUAR HOLDING COMPANY I, a Delaware corporation (the “Guarantor”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
JAGUAR HOLDING COMPANY II and PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC as Issuers 6.375% Senior Notes due 2023 INDENTURE Dated as of August 18, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteePPD, Inc. • January 16th, 2020 • Services-commercial physical & biological research • New York
INDENTURE, dated as of August 18, 2015, as amended or supplemented from time to time (this “Indenture”), among JAGUAR HOLDING COMPANY II, a Delaware corporation (the “ Company”), PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC, a Delaware limited liability company (“PPD” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
SUBSIDIARY GUARANTY Dated as of August 18, 2015 among THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN, as Guarantors, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral AgentSubsidiary Guaranty • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • New York
SUBSIDIARY GUARANTY dated as of August 18, 2015 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”) among the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) and collateral agent (in such capacity together with any successor collateral agent, the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment No. 1”), made and entered into this 1st day of April, 2018 (the “Effective Date”) by and between Pharmaceutical Product Development, LLC, a Delaware limited liability company and successor to Pharmaceutical Product Development, Inc. (the “Company”), and David S. Simmons (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • North Carolina
This Employment Agreement (this “Agreement”), dated as of May 17, 2012 (the “Effective Date”), is made by and among Pharmaceutical Product Development, LLC, a Delaware limited liability company (together with any successor or permitted assigns thereto, the “Company”), Jaguar Holding Company I, a Delaware corporation (together with any successor thereto, “Parent”) and David Simmons (the “Executive” and, together with the Parent and the Company, the “Parties”).
ContractCredit Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
AMENDMENT NO. 5 dated as of April 23, 2019 (this “Amendment”), to the CREDIT AGREEMENT dated as of August 18, 2015, as amended by that certain Amendment No. 1 dated as of May 31, 2016, that certain Amendment No. 2 dated as of November 10, 2016, that certain Amendment No. 3 dated as of May 30, 2017 and that certain Amendment No. 4 dated as of March 29, 2018 (the “Credit Agreement”), among JAGUAR HOLDING COMPANY II, a Delaware corporation (the “Parent Borrower”), PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC, a Delaware limited liability company (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), JAGUAR HOLDING COMPANY I, LLC (f/k/a JAGUAR HOLDING COMPANY I), a Delaware limited liability company (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity,
ContractCredit Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
AMENDMENT NO. 3 dated as of May 30, 2017 (this “Amendment”), to the CREDIT AGREEMENT dated as of August 18, 2015, as amended by that certain Amendment No. 1, dated as of May 31, 2016 and that certain Amendment No. 2, dated as of November 10, 2016 (the “Credit Agreement”), among JAGUAR HOLDING COMPANY II, a Delaware corporation (the “Parent Borrower”), PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC, a Delaware limited liability company (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), JAGUAR HOLDING COMPANY I, LLC (f/k/a JAGUAR HOLDING COMPANY I), a Delaware limited liability company (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”) and L/C Issuer.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment No. 2”), made and entered into this 1st day of March, 2019 (the “Effective Date”) by and between Pharmaceutical Product Development, LLC, a Delaware limited liability company and successor to Pharmaceutical Product Development, Inc. (the “Company”), and William J. Sharbaugh (the “Executive”).
ContractCredit Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
AMENDMENT NO. 4 dated as of March 29, 2018 (this “Amendment”), to the CREDIT AGREEMENT dated as of August 18, 2015, as amended by that certain Amendment No. 1, dated as of May 31, 2016, that certain Amendment No. 2, dated as of November 10, 2016 and that certain Amendment No. 3 dated as of May 30, 2017 (the “Credit Agreement”), among JAGUAR HOLDING COMPANY II, a Delaware corporation (the “Parent Borrower”), PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC, a Delaware limited liability company (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), JAGUAR HOLDING COMPANY I, LLC (f/k/a JAGUAR HOLDING COMPANY I), a Delaware limited liability company (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”) and L/C Issuer.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment No. 1”), made and entered into this 10th day of February, 2016 (the “Effective Date”) by and between Pharmaceutical Product Development, LLC, a Delaware limited liability company and successor to Pharmaceutical Product Development, Inc. (the “Company”), and B. Judd Hartman (the “Executive”).
EAGLE HOLDING COMPANY I STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
Unless otherwise defined herein, the terms defined in the Eagle Holding Company I 2017 Equity Incentive Plan, as the same has been or may be amended from time to time in accordance therewith (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”), Appendix A attached hereto, and Appendix B attached hereto (collectively, the “Agreement”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • North Carolina
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 11, 2017, is entered into by and among Jaguar Holding Company I, a Delaware corporation (the “Assignor”), Eagle Holding Company I, a Delaware corporation (the “Assignee”), Pharmaceutical Product Development, LLC, a Delaware limited liability company (“PPD”) and David Simmons (the “Executive”). Capitalized or other terms used and not defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of April 26, 2017 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Assignee, Eagle Holding Company II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Assignee (“Holdings”), Eagle Reorganization Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings, Eagle Buyer, Inc., a Delaware corporation and the Assignor.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (the “Amendment No. 3”), made and entered into this 18th day of December, 2019 (the “Effective Date”) by and between Pharmaceutical Product Development, LLC, a Delaware limited liability company and successor to Pharmaceutical Product Development, Inc. (the “Company”), and B. Judd Hartman (the “Executive”).
AMENDMENT NO. 2Credit Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
AMENDMENT NO. 2 dated as of November 10, 2016 (this “Incremental Amendment”), to the CREDIT AGREEMENT dated as of August 18, 2015 (as amended by that certain Amendment No. 1, dated as of May 31, 2016, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among JAGUAR HOLDING COMPANY II, a Delaware corporation (the “Parent Borrower”), PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC, a Delaware limited liability company (the “Subsidiary Borrower”), JAGUAR HOLDING COMPANY I, a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and an L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
SECURITY AGREEMENT Dated August 18, 2015 among The Grantors referred to herein, as Grantors and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentSecurity Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research • New York
SECURITY AGREEMENT dated as of August 18, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among JAGUAR HOLDING COMPANY II, a Delaware corporation (“Parent Borrower”), PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC, a Delaware limited liability company (the “Subsidiary Borrower” and together with Parent Borrower, the “Borrowers”), JAGUAR HOLDING COMPANY I, a Delaware corporation (“Holdings”), WILDCAT ACQUISITION HOLDINGS (UK) LIMITED, a limited liability company incorporated under the laws of England and Wales (“UK HoldCo”), JAGUAR CAYMAN FINANCE LIMITED, an exempted company duly incorporated under the laws of the Cayman Islands with limited liability and registration number 263841 (“Cayman FinCo”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Holdings, Parent Borrower, the Subsidiary Borrower, UK HoldCo, Cayman
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment No. 1”), made and entered into this 10th day of February, 2016 (the “Effective Date”) by and between Pharmaceutical Product Development, LLC, a Delaware limited liability company and successor to Pharmaceutical Product Development, Inc. (the “Company”), and William J. Sharbaugh (the “Executive”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment No. 2”), made and entered into this 1st day of April, 2018 (the “Effective Date”) by and between Pharmaceutical Product Development, LLC, a Delaware limited liability company and successor to Pharmaceutical Product Development, Inc. (the “Company”), and B. Judd Hartman (the “Executive”).
AMENDMENT NO. 1Credit Agreement • January 16th, 2020 • PPD, Inc. • Services-commercial physical & biological research
AMENDMENT NO. 1 dated as of May 31, 2016 (this “Incremental Amendment”), to the CREDIT AGREEMENT dated as of August 18, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among JAGUAR HOLDING COMPANY II, a Delaware corporation (the “Parent Borrower”), PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC, a Delaware limited liability company (the “Subsidiary Borrower”), JAGUAR HOLDING COMPANY I, a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and an L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
