ANY PRIOR UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN OR ORAL, WHICH MAY HAVE RELATED
TO THE SUBJECT MATTER HEREOF IN ANY WAY. ANY RIGHTS OF EXECUTIVE AGAINST VWR OR
ITS AFFILIATES OR OTHERWISE TO ACQUIRE OR BE GRANTED CAPITAL STOCK OF VWR OR
OPTIONS EXERCISABLE FOR CAPITAL STOCK OF VWR OR RESTRICTED STOCK UNITS OR
DEFERRED SHARE UNITS WITH RESPECT TO THE EQUITY OF VWR SHALL BE SUPERSEDED BY
THIS AGREEMENT; PROVIDED THAT THE FOREGOING SHALL NOT SUPERSEDE ANY OF
EXECUTIVE'S RIGHTS UNDER THE MERGER AGREEMENT WITH RESPECT TO OUTSTANDING SHARES
OF COMPANY STOCK (AS DEFINED IN THE MERGER AGREEMENT), COMPANY OPTIONS (AS
DEFINED IN THE MERGER AGREEMENT), RSUS (AS DEFINED IN THE MERGER AGREEMENT) OR
DSUS (AS DEFINED IN THE MERGER AGREEMENT). AS OF THE DATE HEREOF, THIS AGREEMENT
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS, AND THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY THE COMPANY DOES NOT AND WILL NOT CONFLICT WITH, VIOLATE OR
CAUSE A BREACH OF ANY AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR
SUBJECT OR ANY JUDGMENT, ORDER OR DECREE TO WHICH THE COMPANY IS SUBJECT.
(E)
NO STRICT CONSTRUCTION. THE LANGUAGE USED IN THIS AGREEMENT SHALL
BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY
PARTY.
(F)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS WITH THE SAME EFFECT AS IF ALL SIGNING PARTIES HAD SIGNED THE SAME
DOCUMENT. ALL COUNTERPARTS SHALL BE CONSTRUED TOGETHER AND CONSTITUTE THE SAME
INSTRUMENT.
(G)
SUCCESSORS AND ASSIGNS. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
COMPANY, EXECUTIVE AND THE INVESTORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
(INCLUDING SUBSEQUENT HOLDERS OF PURCHASED SECURITIES); PROVIDED THAT THE RIGHTS
AND OBLIGATIONS OF EXECUTIVE UNDER THIS
14
AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT IN CONNECTION WITH A PERMITTED TRANSFER
OF PURCHASED SECURITIES HEREUNDER.
(H)
APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE
OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
(I)
CONSENT TO JURISDICTION. EXECUTIVE IRREVOCABLY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE STATE OF
DELAWARE AND THE STATE COURTS OF THE STATE OF DELAWARE FOR THE PURPOSES OF ANY
SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY. EXECUTIVE FURTHER AGREES THAT SERVICE OF ANY
PROCESS, SUMMONS, NOTICE OR DOCUMENT BY UNITED STATES CERTIFIED OR REGISTERED
MAIL TO EXECUTIVE'S ADDRESS AND TO EXECUTIVE'S ADDRESS SET FORTH IN THE
COMPANY'S BOOKS AND RECORDS OR SUCH OTHER ADDRESS OR TO THE ATTENTION OF