THIS VOTING AGREEMENT, effective as of the Effective Time and dated as of the day that the Effective Time occurs, is entered into by and among (i) WCG Clinical, Inc., a Delaware corporation (the Company), (ii) Green Equity Investors VII, L.P., a Delaware limited partnership, Green Equity Investors Side VII, L.P., a Delaware limited partnership, LGP Associates VII-A LLC, a Delaware limited liability company, LGP Associates VII-B LLC, a Delaware limited liability company (collectively, the LGP Stockholders), (iii) Arsenal Capital Partners IV LP, a Delaware limited partnership, Arsenal Capital Partners IV-B LP, a Delaware limited partnership, Arsenal Capital Partners V LP, a Delaware limited partnership, Arsenal Capital Partners V-B LP, a Delaware limited partnership, ACP WCG Co-Invest 1-2020 LLC, a Delaware limited liability company, ACP WCG Co-Invest 2-2020 LP, a Delaware limited partnership, ACP WCG Co-Invest 3-2020 LP, a Delaware limited partnership, and ACP WCG Co-Invest 4-2020 LP, a Delaware limited partnership (collectively, the Arsenal Stockholders), (iv) Novo Holdings A/S, a Danish private limited company (the Novo Stockholder) and (v) Dein Investment Pte. Ltd., a Singapore private limited company (the GIC Stockholder and, together with the LGP Stockholders, the Arsenal Stockholders and the Novo Stockholder, the Principal Stockholders and each a Principal Stockholder). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
W I T N E S S E T H:
WHEREAS, the Company will price an initial public offering of shares of its common stock (such shares of common stock, the Common Stock, and such initial public offering, the IPO) pursuant to an Underwriting Agreement dated as of , 2021 (the Underwriting Agreement);
WHEREAS, the parties hereto desire to provide for certain voting rights and other matters for the period on and after the Effective Time.
NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, the parties hereto hereby agree as follows:
SECTION 1.1 Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
Affiliate means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such first Person. For these purposes, control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.
Agreement means this Voting Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in accordance with the terms hereof.